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

Termination by the Company Without Cause. 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: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate Employeethis Agreement and Executive’s employment at any time without for any reason. If this Agreement and Executive’s employment with the Company is terminated pursuant to this Section 5.3 for reasons other than Cause, effective upon EmployeeExecutive’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)disability, Employee Executive shall be entitled tohave no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than: (ia) The Accrued ObligationsAnnual Salary earned and accrued under this Agreement prior to the effective date of termination and any earned but unpaid bonus; (iib) Any unpaid an additional six (6) months of Annual Bonus Salary at the rate in respect effect at termination payable in the form of salary continuation, subject to any completed fiscal year which has ended prior applicable withholding taxes; and (c) an amount equal to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus bonus that Executive would have received for the fiscal year of termination, to termination if Executive had remained employed throughout the extent applicable performance conditions are achieved for such fiscal calendar year, with such amount to be paid in a lump sum determined at the same time end of the Annual Bonus would otherwise have been paid calendar year based on the levels at which the bonus plan targets are achieved, multiplied by a fraction, the numerator of which being the number of calendar days Executive is employed in the calendar year of termination and the denominator of which being 365: (d) payment of the premiums for Executive’s group health insurance coverage pursuant to Section 4(bCOBRA, if eligible and elected, for a period of six (6) above had months, or until such termination not occurredsooner date that Executive begins employment with another employer; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (ive) Continuation accelerated vesting of payment Executive’s equity awards with service vesting through the next six (6) months; (f) earned, accrued and vested benefits and paid time off under this Agreement prior to the effective date of Base Salary during termination, subject to the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A terms of the Codeplans applicable thereto; and (vg) Continuationreimbursement under this Agreement for expenses incurred prior to the effective date of termination. The amounts due under Sections 5.3(b) and (c) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit A) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s employment becomes effective. The Annual Salary due under this Section 5.3(b) (the “Severance”) shall commence to be paid to Executive on the first Company payroll date following the date the Release Agreement becomes enforceable and irrevocable, during provided, however, that: (x) if the 60-day period in which the Release Agreement is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Severance Termshall be paid in the second calendar year; and (y) in all events, subject to the effectiveness of the medical benefits Release Agreement, the Severance shall be paid prior to March 15 of the year following the year in which the termination of Executive’s employment becomes effective. The pro-rated bonus due under Section 5.3(c) shall be paid to Executive at such time when the Company pays bonuses to its senior executives, but in no event earlier than the date provided to Employee and his covered dependants in the preceding sentence. The Company shall pay the premiums due under Section 5.3(d) each month at the time the Company normally pays the insurer of the Company’s group health plans in effect as insurer on behalf of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementits remaining employees.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if the Company may terminate Employeeterminates the Executive’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 pursuant to death or DisabilitySection 5(b), Employee the Executive shall be entitled toto receive, in addition to the items referenced in Section 6(a), the following: (i) continued payment of his Base Salary, at the rate in effect on his last day of employment, for a period of twelve (12) months (the “Severance Payment”). The Accrued ObligationsSeverance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company Group; (ii) Any unpaid Annual Bonus continued payment by the Company for the Executive’s life and health insurance coverage during the twelve (12) month severance period referenced in respect Section 6(c)(i) to any completed fiscal year which has ended the same extent that the Company paid for such coverage immediately prior to the date termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such terminationinsurance coverage, which amount provided that if any such insurance coverage shall become unavailable during the twelve (12) month severance period, the Company thereafter shall be paid at obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such time annual bonuses are paid to other senior executives insurance for the remainder of the Companysuch severance period; (iii) Annual Bonus for vesting as of the fiscal year last day of termination, his employment in any unvested portion of any option and any restricted shares previously issued to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at Executive by the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;Company Group; and (iv) Continuation a bonus equal to the greater of (x) the average of all bonuses paid to the Executive (taking into account a payment of Base Salary during no bonus or a payment of a bonus of $0) over the Severance Term, payable in accordance with preceding thirty-six (36) months (or the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A period of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the CompanyExecutive’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (ivif shorter), and (vy) above the most recent bonus paid to the Executive. Such bonus shall immediately terminate, and be paid to the Company shall have no further obligations to Employee with respect thereto, Executive within sixty (60) days following the end of the fiscal year in the event that Employee breaches any provision of Section 9 hereof. Following which such termination occurs. None of Employee’s employment by the Company without Cause, except as set forth benefits described in this Section 8(d)6(c) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within 45 days of date of termination, Employee shall have no further rights which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any compensation and all claims or any other benefits under this Agreementpotential claims arising from or related to the Executive’s employment or termination of employment.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event EmployeeExecutive’s employment is terminated by the Company without Cause Cause, then the Company shall pay the Executive his Accrued Benefits as of the Date of Termination. In addition, subject to Section 7 and the Executive providing the Company with a fully effective general release of claims in a form and manner satisfactory to the Company that includes but is not limited to the terms set forth in the attached Exhibit B (other than due to death or Disabilitythe “Release”) within the 60-day period following the Date of Termination (and which shall be countersigned by the Company in respect of the non-disparagement clause therein), Employee the Company shall be entitled topay the Executive an amount (the “Severance Amount” calculated as follows: (i) The Accrued Obligations;an amount equal to eighteen (18) months’ Base Salary, less withholding; plus (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior a bonus payment equal to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives average of the Company;actual bonus payments, if any, made to the Executive from the previous three (3) calendar years preceding the Date of Termination, pro-rated for the then current calendar year up to and including the Date of Termination; plus (iii) Annual Bonus for provided that the fiscal year of termination, to Executive is enrolled in the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid Company’s insurance benefits plans pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation 2(d), for continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants coverage under the Company’s health insurance benefits plans in effect as of that the date of such termination, it being understood Executive and agreed that his dependents are eligible to receive for the earlier of: (A) Employee shall be required a period of up to pay that portion 24 months from the Date of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the CompanyTermination, and or (B) notwithstanding until the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any such or similar health insurance benefits while employed by or providing service to, in any capacity, under any other business employer’s group health plan, or entity during reimburse the Executive for premiums paid by the Executive, if any, for continuation of coverage under equivalent private coverage. The Company shall pay the Severance Term. Notwithstanding Amount within 60 days after the foregoingDate of Termination, the Severance Term shall expireprovided that if that 60-day period extends over two calendar years, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no make the payment in the second calendar year, and further obligations to Employee with respect theretoprovided that the Company, in its sole discretion, in the event that Employee breaches circumstances, may pay the Severance Amount by way of one or more lump sum payments, by way of salary continuance or by a combination of both. The Severance Amount is inclusive of any provision of Section 9 hereof. Following such termination of Employee’s employment by entitlement to minimum standard severance under the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementBritish Columbia Employment Standards Act.

Termination by the Company Without Cause. 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 It is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood expressly acknowledged and agreed that (A) Employee if Executive's employment shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive terminated by Company for any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Causereason, except as set forth in Sections 6.1, and 6.2.1, then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company: (i) an amount equal to the unpaid portion of Executive's Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, if any, for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; (iii) an amount equal to the value of Executive's vacation accrued as of the Termination Date; (iv) one (1) year's Current Base Salary as severance in pay continuation. Payment of this Section 8(dseverance will be made in bi-weekly payments for one (1) year (the "Initial Salary Continuation Period"); (v) during the Initial Salary Continuation Period as it may be extended pursuant to subsection (vi) below (together, the "Total Salary Continuation Period"), Employee Executive will continue to be eligible for medical, dental and vision plans in which Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period; (vi) if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, in each case subject only to the Executive's obligation to inform the Company's Human Resources Department that Executive's search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall have no further be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights to any compensation or under the Total Salary Continuation Period shall be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other benefits business entity or by income received for part time employment with another business entity; and (vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable provisions of this Agreement.

Termination by the Company Without Cause. The Company may terminate Employeethis Agreement and the Executive’s employment without Cause at any time without Cause, effective upon Employee’s receipt of written notice of such terminationtime. In the event Employeethat the Executive’s employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability), Employee the Executive shall be entitled to: (i) The i. the Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at when such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus amounts would otherwise have been paid pursuant to Section 4(b) above had if the Executive has remained employed following such termination not occurredby the Company without Cause; ii. an amount equal to twelve (iv12) Continuation months of payment of Annual Base Salary during the Severance Term, payable which shall be paid in accordance with the Company’s regular payroll practices; provided, it being agreed however that each installment if such termination of Base Salary payable hereunder employment occurs within twelve (12) months following a Change in Control, such total amount shall be deemed to be paid in a separate payment for purposes of Section 409A single lump sum; iii. effective on the date of the Codetermination of employment, all stock options granted to Executive that are unvested shall become fully vested and exercisable as of the effective date of the Executive’s termination of employment; and (v) Continuation, during the Severance Term, iv. continuation of the medical health benefits provided to Employee and his covered dependants (only under the Company’s or its successor’s medical and dental insurance plans, if any) in accordance with this paragraph for the lesser of two (2) years or the period that the Executive is entitled to continuation of health plans in effect as coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); provided that the date of such terminationExecutive must elect COBRA coverage to be entitled to this benefit, it being understood and agreed that provided further that: (A) Employee if any such plan is fully insured, then the Executive shall be required to pay that portion as each COBRA premium an amount equal to the allocable share of the cost of coverage for similarly situated active employees of the Company under such medical benefits as Employee was plan; or (B) if any such plan is not fully insured, the Executive shall be required to pay (including through customary deductions from Employee’s paycheck) as the full COBRA premium and the Company will reimburse the Executive for a portion of the date of Employee’s termination of employment with COBRA premium charged to the Company, and (B) notwithstanding the foregoing, Executive that represents the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration allocable share of the Severance Term in cost of coverage for similarly situated active employees of the event Company under such plan; provided, however, that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, as a condition of receiving the payments and benefits described in clauses (ii), (iii), and (iv), the Executive shall execute, date and return to the Company on or within twenty-one (v21) above shall immediately terminatedays after the delivery date (and not timely revoke during any revocation period provided therein) a comprehensive release, covenant not to ▇▇▇, and non-disparagement agreement from the Company shall have no further obligations to Employee with respect theretoExecutive in favor of the Company, its executives, officers, directors, affiliates, and all related parties, in the event form attached hereto as Exhibit A; provided, however, that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth release will not apply to the payment and benefits described in this Section 8(dclauses (i) through (iv), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. 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 that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;The Severance Benefits; and (iii) Annual Bonus for Acceleration of the fiscal year vesting of termination, to the extent applicable performance conditions are achieved for such fiscal year100% of Employee’s then outstanding unvested equity awards, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee all unvested equity awards vest and his covered dependants under the Company’s health plans in effect become fully exercisable or non-forfeitable as of the date Date of Termination; provided that such terminationtermination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), it being understood and agreed that (A) in which case Employee shall be required have ninety (90) days from the Date of Termination to pay that portion of exercise the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termvested equity awards. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above 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 Section 9 hereofthe 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, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning his professional activities. 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. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.

Termination by the Company Without Cause. The by the Company may terminate Employeeby Reason of Non-Renewal of Agreement Term, or by Executive for Good Reason. Subject to Section 5.3 below, in addition to the payments and provisions under Section 5.1, in the event of termination of Executive’s employment at any time without Causeby the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, provided that Executive executes a release of claims substantially in the form attached hereto as Exhibit A (other than due to death or Disabilitythe “Release”), Employee which Release must be effective and irrevocable prior to the sixty (60th) day following the termination of the Executive's employment (the “Review Period”), the Company shall be entitled toprovide Executive with the following: (ia) The Accrued Obligations; twelve (ii12) Any unpaid Annual Bonus months of Executive’s base salary in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum effect at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such of termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Termemployment, payable in accordance with according to the Company’s regular payroll practicescommencing on the first payroll date following the date the Release is effective and irrevocable (the “Payment Date”), it being agreed that each installment of Base Salary payable hereunder shall be deemed subject to be a separate payment for purposes of Section 409A of the Codecompliance with Sections 5.5 and 12.6; and (vb) Continuationthe Company will, during the Severance Termfor a period of twelve (12) months following Executive’s termination from employment, of the medical benefits provided to Employee and his covered dependants under continue Executive’s participation in the Company’s group health plans in effect as of the date of such termination, it being understood plan and agreed that (A) Employee dental plan and shall be required to pay that portion of the cost premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment, provided, however, that if the Company’s health insurance plan and/or dental plan does not permit such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employeecontinued participation in such plan after Executive’s termination of employment employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the CompanyCompany paid on behalf of Executive and his dependents during Executive’s employment, including any administrative fee, on Executive’s behalf for such twelve-month period; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue such health and dental benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a health insurance plan of the new employer. (B) notwithstanding For purposes of this Section 5.2(b), the foregoingterm “Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s obligation to provide such continuation of benefits shall terminate group health plan and/or dental plan prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such his termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(demployment.), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. 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: (i) The Accrued Obligations;; and (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid to other senior executives of fiscal year as determined by the Company;Compensation Committee; and (iii) Annual Bonus for A lump sum cash payment equal to eighteen (18) times the fiscal year “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, to (for purposes hereof, the extent “applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder percentage” shall be deemed to be a separate payment for purposes the percentage of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the CompanyEmployee’s health plans in effect care premium costs covered by the Company as of the date of such termination); and (iv) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, it being understood and agreed that irrespective of type of award. Any amounts payable to Employee under clause (Ai), (ii), or (iii) Employee of this Section 8(d) shall be required to pay that portion of paid in lump sum on the cost of such medical benefits as Employee was required to pay sixtieth (including through customary deductions from Employee’s paycheck60th) as of day following the date of Employee’s termination of employment with (the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the “Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (iiBenefits”), (iii), (iv), and (vsubject to Section 8(i) above 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 Section 9 hereofthis Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate Employee’s the employment of Executive hereunder without Cause upon at least 30 days' written notice to Executive at any time without Cause, effective upon Employee’s receipt during the Term. An election by the Company not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of written notice employment by the Company Without Cause at the date of such terminationexpiration of the Term. In At the event Employee’s time Executive's employment is terminated by the Company without Cause (other than due to death or Disabilityi.e., at the expiration of such notice period), Employee shall the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled toto receive, the following: (i) The Executive's Compensation Accrued Obligationsat Termination; (ii) Any unpaid Annual Bonus in respect earned but unused paid time off pursuant to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the CompanySection 3.4 hereof; (iii) A single severance payment in cash in an aggregate amount equal to nine (9) months of the Executive's Annual Bonus for the fiscal year Salary; provided, however, that if such termination shall occur in anticipation of termination, to the extent applicable performance conditions are achieved for such fiscal yeara Change in Control (as defined in Section 6.2) or on or within nine (9) months after a Change in Control, such amount severance payment shall be equal to be paid in a lump sum at eighteen (18) months of the same time the Executive's Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurredSalary; (iv) Continuation All equity awards held by Executive at termination that vest based on time shall become vested and all other terms of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder such equity awards shall be deemed governed by the plans and programs and the agreements and other documents pursuant to be a separate payment for purposes of Section 409A of the Codewhich such awards were granted; and (v) ContinuationAll other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, during the Severance Termat Company's expense, of the medical benefits provided to Employee Executive and his covered dependants spouse and dependent children shall be entitled to continuation of health insurance coverage (i.e., medical, dental and vision) under the Company’s 's group health plans plan(s) in effect as of which the Executive was participating on the date of such termination, it being understood and agreed that (Aor if such plan(s) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect theretobeen terminated, in the event that Employee breaches any provision plan(s) in which senior executives of Section 9 hereof. Following such termination of Employee’s employment by the Company without Causeparticipate, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other for a period of nine (9) months after the date Executive's employment terminates. Payments and benefits under this AgreementSection 5.3 are subject to Section 5.6.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employeeninety (90) days following the date of Executive’s receipt of written notice of such termination (the “Company Notice Period”); provided, however, that the Company and Executive may mutually agree to reduce the Company Notice Period. In the event that such notice is given by the Company, any intervening termination for any reason (other than a termination of Executive’s employment by the Company for Cause), including death or Disability, prior to the expiration of the Company Notice Period shall not alter the Company’s obligations under this Section 9.4. The Company may, in its sole and absolute discretion and by written notice, place Executive on leave during the Company Notice Period on the condition that the Company pays Executive the Monthly Salary and any other compensation and benefits to which Executive would have been entitled had he remained actively employed by the Company during the Company Notice Period (including continued vesting of equity awards). If the Company and Executive mutually agree to reduce the Company Notice Period to less than ninety (90) days, the Company may provide, in its sole and absolute discretion, that outstanding equity awards continue to vest for up to the ninety (90)-day period following Executive’s receipt of written notice of termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to: (i) 9.4.1 The Accrued Obligations, including Severance Contribution; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination9.4.2 The Severance Payment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at on the same time next regular payroll date immediately following the Annual Bonus would otherwise have been paid pursuant to Section 4(bseventy-fifth (75th) above had such termination not occurred; (iv) Continuation day after the Date of payment Termination, other than those components of Base Salary during the Severance TermPayment required by Law to be paid earlier, payable which components shall be paid in accordance with the Company’s regular payroll practicesrequirements of applicable Law; provided, it being agreed however, that each installment the amount of Base Salary payable hereunder the Severance Payment shall be deemed to be a separate payment for purposes of Section 409A reduced (but not below $0) by the amount of the Code; andSeverance Contribution; (v) Continuation, during the Severance Term, 9.4.3 Any portion of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect Sign-on Cash Award that is unvested as of the Date of Termination shall vest and be paid in a lump sum on the next regular payroll date immediately following the seventy-fifth (75th) day after the Date of such termination, it being understood and agreed that (A) Employee shall be required Termination if not payable earlier according to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.3.1;

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.5 and 6.6 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, effective upon Employee’s receipt of written notice of Cause and provided that such termination. In the event Employee’s employment is terminated by the Company without Cause termination constitutes a “separation from service” (other than due to death or Disabilityas defined under Treasury Regulation Section 1.409A-1(h), Employee without regard to any alternative definition thereunder, a “Separation from Service”), then Executive shall be entitled to:to receive the Accrued Obligations (defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, Executive shall be eligible to receive an amount equal to Executive’s then current Base Salary for 12 months, less all applicable withholdings and deductions (“Severance”), paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter. All vested options and restricted stock shall be treated in accordance with the terms of the [Plan] and the applicable stock option agreement or restricted stock agreement. The Company shall pay the premiums for Executive and his dependents of Executive’s group health insurance COBRA continuation coverage for 12 months following the date of Executive’s termination of employment, or, if earlier, until the date on which Executive become eligible to receive comparable benefits from another employer. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance pursuant to Section 6.1(b) of this Agreement if: (i) The Accrued Obligations; by the 60th day following the date of Executive’s Separation from Service, he has signed and delivered to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); and (ii) Any unpaid Annual Bonus in respect if he holds any other positions with the Company, he resigns such position(s) to any completed fiscal year which has ended prior to be effective no later than the date of Executive’s termination date (or such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of date as requested by the Company; Board); (iii) Annual Bonus for he returns all Company property; (iv) he complies with his post-termination obligations under this Agreement and the fiscal year Proprietary Information Agreement; and (v) he complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in Release. To the extent that any severance payments are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b(ii) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companystandard expense reimbursement policies, and (Biii) notwithstanding the foregoing, the Company’s obligation benefits owed to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term Executive under any qualified retirement plan or health and welfare benefit plan in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, which Executive was a participant in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, accordance with applicable law and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision provisions of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementplan.

Termination by the Company Without Cause. The Company Your employment 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 be terminated by the Company without Cause at any time upon written notice to you, which termination will be effective immediately or on such later date as specified in the written notice. In the event your employment is terminated without Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Company and its Affiliates and their respective officers and directors in a form provided by the Company (other than due to death or Disability)the "Release") and it becomes effective, Employee you shall be entitled toreceive the following benefits: (i) The Accrued ObligationsAny earned but unpaid incentive bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date; (ii) Any unpaid Annual Bonus The product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in respect to any completed fiscal the current year which has ended prior to through the date of such terminationtermination and the denominator of which is 365, which amount shall be paid at such time annual bonuses are paid to other senior executives within thirty (30) days of the Companytermination date; (iii) Annual Bonus The Company shall continue to pay your Base Salary in effect on the date of termination for the fiscal year a period of termination, to the extent applicable performance conditions are achieved for such fiscal yeartwenty-four (24) months, such amount payments to be paid in a lump sum at made on the same time the Annual Bonus periodic dates as salary payments would otherwise have been paid pursuant made to you had your employment not been terminated, subject to compliance with Section 4(b11(g) above had such termination not occurred; (iv) Continuation of payment of Base Salary during this Agreement regarding the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code"); and (viv) ContinuationIf you timely and properly elect continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), during the Severance Term, Company will reimburse you for the difference between the monthly COBRA premium amount paid by you for your and your eligible dependents' group health insurance coverage and the monthly premium amount paid by similarly situated active employees. Such reimbursement will be paid to you by the tenth day of the medical benefits provided month immediately following the month in which you timely remit the COBRA premium payment. You shall be eligible to Employee and his covered dependants under receive such reimbursement until the Company’s health plans in effect as of earliest of: (A) eighteen (18) months following the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes date you are no longer eligible to receive any such COBRA continuation coverage; or (C) the date on which you become eligible to receive substantially similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termcoverage from another employer. Notwithstanding the foregoing, if the Severance Term shall expireCompany's payments under this Section 5(e)(iv) would violate the nondiscrimination rules applicable to non-grandfathered plans or would result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the "PPACA"), the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations parties agree to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in reform this Section 8(d), Employee shall have no further rights 5(e)(iv) in a manner as is necessary to any compensation or any other benefits under this Agreementcomply with the PPACA.

Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment without Cause at any time without Cause, effective upon Employeethe Executive’s receipt of written notice of such termination. In No compensation or other benefits shall be payable to or accrue to the Executive in the event Employee’s employment is terminated by the Company of her termination without Cause (other than due to death or Disability), Employee shall be entitled toexcept as follows: (ia) The Accrued all Earned Obligations; (iib) Any unpaid Annual Bonus Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by the Company, the Executive shall be eligible to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in respect to any completed fiscal year which has ended such manner and at such times as the Executive’s Base Salary was being paid immediately prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii2) Annual Bonus an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of termination, to employment occurs (prorated for the extent applicable performance conditions are achieved for period of active employment during such fiscal year). All such amounts, such amount to if any, will be paid in a lump sum at the same time as other incentive compensation plan payments for the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such year in which the termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeoccurs are paid; and (vc) Continuation, during the Severance Term, payments or benefits under other plans of the medical Company to the extent that the plans provide for benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s following a termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termemployment. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (vSection 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Employee the Executive with respect thereto, in the event that Employee the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Section 9 hereof. Following such termination Sections 4 or 5 of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. 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: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would otherwise be paid to other senior executives Employee had no such termination occurred, but in no event later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; (iii) An amount equal to the Severance Multiplier multiplied by the sum of his then current Base Salary and Annual Bonus for (determined using the target Annual Bonus if such termination occurs during the fiscal year of terminationin which the Commencement Date falls, to and using the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the highest Annual Bonus would otherwise have been paid pursuant or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), payable in substantially equal monthly installments over the period commencing on the date of termination and ending on the date that is one day prior to Section 4(b) above had two and one-half months following the end of the Company’s fiscal year in which such termination not occurredoccurs (the “Severance Term”); (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with participation under the Company’s regular payroll practiceshealth and other insurance plans for a period of years equal to the Severance Multiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; provided, however, that if the cash value is paid to Employee, it being agreed that each installment of Base Salary payable hereunder shall be deemed paid to be a separate payment for purposes of Section 409A Employee no later than the date that is one day prior to two and one-half months following the end of the CodeCompany’s fiscal year in which such termination occurs; and (v) ContinuationVesting, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service tonumber of equity-based awards, in any capacityif any, any other business or entity which would otherwise have vested during the Severance Termtwo (2) year period immediately following such termination (without regard to any subsequent vesting events). Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses subsections (ii), (iii), ) through (iv), and (v) above shall immediately terminatecease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. In no event shall the expiration of the Term of Employment on the Expiration Date constitute a termination without Cause hereunder.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 2.3 at any time without Cause, effective upon Employee’s receipt Cause by giving notice as described in Section 2.7. A termination pursuant to Sections 2.5 or 2.6 below is not a termination without Cause for purposes of written notice of such termination. In the event Employeethis Section 2.3. (b) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)Cause, Employee then Executive shall be entitled topaid and become eligible for any Accrued Obligations. (c) If Executive’s employment is terminated without Cause, then, subject to Sections 2.12 and 2.13: (i) The Accrued Obligationsthe Company shall pay to Executive an amount equal to twelve (12) months of his/her then current Base Salary, plus an additional amount equal to one hundred percent (100%) of Executive’s Target Bonus for the year in which the termination occurs, less applicable withholdings and deductions, paid in a lump sum on the Company’s first regular payroll date after the Release Date (as defined below); (ii) Any unpaid Annual Bonus in respect if Executive timely elects and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to any completed fiscal year which has ended reimburse only up to the amount of the premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such termination, which amount reimbursements shall be paid at such time annual bonuses are paid to other senior executives cease if Executive becomes eligible for benefits under a group health plan of the Company;another employer); and (iii) Annual Bonus all stock options, common stock subject to forfeiture, restricted stock units and other equity awards held by Executive at the time of his/her termination of employment that would have become vested and exercisable or free from repurchase restrictions, as applicable, during the twelve (12) month period commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from such repurchase restrictions as of the Release Date; provided, however, that, in the case of equity awards subject to vesting based on criteria other than service (i.e., performance-based vesting), no additional vesting shall be credited unless specifically authorized by the Board or Compensation Committee. All other terms of such awards shall be governed by the plans, programs, agreements and other documents pursuant to which such equity awards were granted. (d) Executive shall not be entitled to receive a payment under any applicable short-term incentive compensation plan for the fiscal year in which his or her termination from employment occurs. If a termination without Cause occurs within three (3) months before or twelve (12) months follow a Change in Control, as defined in Section 2.10 below, then the enhanced benefits described in Section 2.10 will supersede the benefits described in this section. (e) Any damages caused by the termination of terminationExecutive’s employment without Cause would be difficult to ascertain, to and, therefore, the extent applicable performance conditions are achieved severance for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid which Executive is eligible pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during 2.3 in exchange for the Severance TermRelease is agreed to by the parties as liquidated damages, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect serve as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companyfull compensation, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementnot a penalty.

Termination by the Company Without Cause. (a) The Company may terminate Employee’s employment this Agreement at any time without Cause by written notice to the Executive effective upon receipt or on a later termination date agreed with the Executive. (b) If the Company terminates the Executive’s employment 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 will pay the Executive (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other than due amounts to death which the Executive is entitled at the time of termination under any bonus or Disabilitycompensation plan or practice of the Company; provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and not this Section. (c) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), Employee shall be entitled tothe Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below: (i) The Accrued ObligationsAn amount equal to the Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release); (ii) Any unpaid Annual If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Executive will be eligible for such bonus on the same basis as other executive level employees, and if other executive level employees receive a bonus under the MICP for the preceding year, the Company will pay the Executive the bonus pursuant to the MICP; provided, however, that the percentage of the Company’s achievement of corporate goals which is used in the calculation of a portion of such bonus, will be the same as the percentage established by the compensation committee of the Board for other executive level employees; and provided further that the percentage of the Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) years; (iii) A Bonus (as defined below) for the year in respect to any completed fiscal which this Agreement is terminated prorated for the period during such year which has ended the Executive was employed prior to the date of such termination, which termination (or the full amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; Bonus if the Executive’s employment is terminated within six (iii6) Annual months prior to or twelve (12) months following a Change of Control), payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release). If a Change of Control occurs after the Company pays the prorated Bonus, then the remainder of the Bonus will be payable as a lump sum payment no later than ten (10) days after the effective date of the Change of Control and, for this purpose, a Change of Control will occur only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal year years prior to the date of termination. For purposes of determining the Executive’s Bonus, to the extent applicable performance conditions are achieved for such fiscal yearthe Executive received no bonus in a year in which other executives received bonuses, such amount to year will still be paid taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, but if the Executive did not receive a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had bonus for a year in which no executive received a bonus, such termination year will not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that taken into account. If any portion of the cost bonuses awarded to the Executive consisted of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoingsecurities or other property, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term fair market value thereof will be determined in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment good faith by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Board;

Termination by the Company Without Cause. 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 that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits 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, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Employee’s monthly Base Salary for each month during the Severance Term, payable which shall be paid in accordance with the Company’s regular payroll practices; (ii) With respect to the Initial Option Grant, it being agreed that each installment if Employee is terminated without Cause before the ten (10) month anniversary of Base Salary payable hereunder the Effective Date, solely for purposes of vesting of the Initial Option Grant, Employee shall be deemed on the date of termination to have been employed for sixteen (16) months from the Effective Date and his options for the remaining shares shall terminate. In addition, if Employee is terminated without Cause on or after the ten (10) month anniversary of the Effective Date, solely for purposes of vesting of the Initial Option Grant, Employee’s employment shall be deemed to be a separate payment for purposes have terminated six (6) months after the date of Section 409A termination of the Code; andhis employment and all other options held by employee that are not then exercisable shall terminate. (viii) Continuation, during If and to the Severance Term, of extent that the medical benefits provided Employee is able to Employee and continue his covered dependants under participation in the Company’s group health and/or dental insurance from and after the date of termination in accordance with the terms of the benefits plans in effect or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of such termination, it being understood adjusted for any premium increase and agreed on an after-tax basis, for each month during the Severance Term; provided, that the payments pursuant to this clause (Aiv) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service tocomparable health and dental benefits, in any capacityincluding through a spouse’s employer, any other business or entity during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (ii) are made. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (iii), (iii), (ivii), and (viii) above 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 Section 9 hereofthe Confidentiality Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 2.3 at any time without Cause, effective upon Employee’s receipt Cause by giving notice as described in Section 2.7. A termination pursuant to Sections 2.5 or 2.6 below is not a termination without Cause for purposes of written notice of such termination. In the event Employeethis Section 2.3. (b) If Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)Cause, Employee then Executive shall be entitled topaid and become eligible for any Accrued Obligations. (c) If Executive’s employment is terminated without Cause, then, subject to Sections 2.12 and 2.13: (i) The Accrued Obligationsthe Company shall pay to Executive an amount equal to twelve (12) months of his/her then current Base Salary, plus an additional amount equal to one hundred percent (100%) of Executive’s Target Bonus for the year in which the termination occurs, less applicable withholdings and deductions, paid in a lump sum on the Company’s first regular payroll date after the Release Date (as defined below); (ii) Any unpaid Annual Bonus in respect if Executive timely elects and if he/she remains eligible for continued coverage under COBRA, the Company will reimburse insurance premiums paid by Executive under the Company’s group health plan for the continuation of health care coverage under COBRA during the twelve- (12-) month period after the date of termination, provided that the Company shall be required to any completed fiscal year which has ended reimburse only up to the amount of the premiums it was paying on behalf of Executive and his eligible dependents immediately prior to the date of termination (and provided that such termination, which amount reimbursements shall be paid at such time annual bonuses are paid to other senior executives cease if Executive becomes eligible for benefits under a group health plan of the Company;another employer); and (iii) Annual Bonus all stock options, common stock subject to forfeiture, restricted stock units and other equity awards held by Executive at the time of his/her termination of employment that would have become vested and exercisable or free from repurchase restrictions, as applicable, during the twelve (12) month period commencing on the date of termination if Executive had remained employed during such period shall become vested and exercisable or free from such repurchase restrictions as of the Release Date; provided, however, that, in the case of equity awards subject to vesting based on criteria other than service (i.e., performance–based vesting), no additional vesting shall be credited unless specifically authorized by the Board or Compensation Committee. All other terms of such awards shall be governed by the plans, programs, agreements and other documents pursuant to which such equity awards were granted. (d) Executive shall not be entitled to receive a payment under any applicable short-term incentive compensation plan for the fiscal year in which his or her termination from employment occurs. If a termination without Cause occurs within three (3) months before or twelve (12) months follow a Change in Control, as defined in Section 2.10 below, then the enhanced benefits described in Section 2.10 will supersede the benefits described in this section. (e) Any damages caused by the termination of terminationExecutive’s employment without Cause would be difficult to ascertain, to and, therefore, the extent applicable performance conditions are achieved severance for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid which Executive is eligible pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during 2.3 in exchange for the Severance TermRelease is agreed to by the parties as liquidated damages, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect serve as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companyfull compensation, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementnot a penalty.

Termination by the Company Without Cause. 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: (i) The Accrued Obligations;; and (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid to other senior executives of fiscal year as determined by the Company;Board; and (iii) A lump-sum cash payment equal to (i) twenty-four (24) months of the Employee’s Base Salary in effect at the time of termination plus (ii) an amount equal to the total value of the Annual Bonus for amounts paid during the fiscal year immediately preceding the year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid termination pursuant to Section 4(b) above had such termination not occurred;2; and (iv) Continuation A lump sum cash payment equal to eighteen (18) times the “applicable percentage” of payment of Base Salary during the Severance Termmonthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, payable or similar coverage as provided by similar state law, in accordance connection with such termination, (for purposes hereof, the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder “applicable percentage” shall be deemed to be a separate payment for purposes the percentage of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the CompanyEmployee’s health plans in effect care premium costs covered by the Company as of the date of such termination). Any amounts payable to Employee under clause (i), it being understood and agreed that (Aii), (iii) Employee or (iv) of this Section 4(d) shall be required to pay that portion of paid in lump sum on the cost of such medical benefits as Employee was required to pay sixtieth (including through customary deductions from Employee’s paycheck60th) as of day following the date of Employee’s termination of employment with (the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the “Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (iiBenefits”), (iii), (iv), and (vsubject to Section 4(i) above 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 Section 9 hereofthis Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d4(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementAgreement or otherwise.

Termination by the Company Without Cause. (a) The Company may terminate the Employee’s employment at any time without Cause, effective Cause (as defined in Section 4.3(c)) upon Employee’s receipt of thirty (30) days’ prior written notice of such termination. and thereby terminate the Employment Period under this Agreement. (b) In the event the Employee’s employment is terminated by pursuant to this Section 4.3, and at that time the Company without Cause (other than due Employee is ready, willing and able to death or Disability)continue performing all of his duties under this Agreement, the Employee shall be entitled to: to receive: (i) The the Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such terminationAmounts, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid payable in a lump sum within thirty (30) days of any such termination, and (ii) subject to satisfying the requirements and conditions of Section 4.5 below: (A) his Base Salary (in effect at the same time of termination) for a period equal to the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation remaining term of payment of Base Salary during the Severance TermInitial Employment Period, payable at such dates and times in accordance with the Company’s regular payroll practicesnormal payment practices and procedures (for clarification, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall not be required entitled to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date receive any continued payment of Employee’s Base Salary in the event of any such termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to following the expiration of the Severance Term Initial Employment Period); (B) if Employee elects to receive continuation coverage for medical, prescription and dental benefits under COBRA, the Company will, for a period equal to the remaining term of the Initial Employment Period, waive or otherwise pay at regular monthly intervals the contribution, if any, that would otherwise be required for the continuation of coverage under a Partnership Group group health plan that Employee and his dependents are eligible to receive, provided, however, that to receive such waiver or contribution, the Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan (for clarification, the Employee shall not be entitled to any waiver, or payment, of any contribution as required for the continuation of such COBRA coverage in the event that Employee becomes eligible to receive of any such or similar benefits while employed by or providing service to, termination following the expiration of the Initial Employment Period); (C) an amount equal to any unpaid Annual Bonus otherwise payable for the year immediately preceding the year in any capacitywhich the employment of the Employee is so terminated, any other business such amount to be paid, subject to the provisions of Section 4.5, no later than March 15 of the year in which such termination occurs; (D) an amount equal to the pro rata Annual Bonus for the year in which such termination occurs, if determined to be payable for such year, such pro rata payment to be paid, subject to the provisions of Section 4.5, no later than March 15 of the year immediately following the year in which such termination occurs; and (E) the Phantom Units awarded to the Employee as described in Section 3.3(a) shall be accelerated and become fully vested at such time as the Release (as herein defined) becomes final and irrevocable, and such Phantom Units shall be settled as provided in the Phantom Unit Agreement or entity during the Severance Termat such later date as provided in Section 4.5. Notwithstanding the foregoing, the Severance Term shall expire, the The payments and benefits described provided in clauses clause (ii), ) of the preceding sentence are collectively referred to as the “Severance Benefits.” (iii), (iv), and (vc) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision For purposes of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement., “Cause” means the occurrence of any one or more of the following events:

Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may terminate Employee’s employment at any time prior to the Extension Date without Cause, effective upon Employee’s receipt the Term will terminate and all obligations of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the provisions of Section 13(c) the Company shall pay to the Executive (other than due to death or Disability), Employee his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled toto receive within, or commencing within, thirty (30) days after the Date of Termination, the following amounts: (i) The Accrued Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior twenty-four (24) semi-monthly payments during a twelve (12) consecutive month period equal to the date Executive's Annual Base Salary divided by twenty-four (24); provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such termination, amounts shall qualify Executive for any incremental benefit under any plan or program in which amount shall be paid at such time annual bonuses are paid he has participated or continues to other senior executives of the Companyparticipate; (iii) Annual Bonus stock options then held by Executive will be exercisable to the extent and for such periods, and otherwise governed, by the fiscal year plans and programs and the agreements and other documents thereunder pursuant to which such stock options were granted; and (iv) all vested, nonforfeitable amounts owing and accrued at the Date of terminationTermination under any compensation and benefit plans, programs, and arrangements in which Executive theretofore participated will be paid under the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted, including any supplemental retirement plan in which the Executive may have participated. Amounts which are immediately payable above will be paid as promptly as practicable after Executive's Date of Termination; PROVIDED, HOWEVER, to the extent applicable performance conditions are achieved for that the Company would not be entitled to deduct any such fiscal yearpayments under Internal Revenue Code Section 162(m), such amount to payments shall be paid in a lump sum made at the same earliest time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment would be deductible by the Company without Cause, except as set forth in limitation under Section 162(m) (unless this Section 8(dprovision is waived by the Company), Employee . Any deferred payment shall have no further rights be credited with the interest at a rate applied to any compensation or any other benefits prevent the imputation of taxable income under this Agreementthe Code.

Termination by the Company Without Cause. 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 that Employee’s employment is terminated by the Company pursuant to Section 5(e) without Cause (cause for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee: (i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) Any outstanding or unpaid Annual Bonus in Base Salary as of the date of Employee’s termination. The Employee shall also be eligible for a bonus or incentive compensation payment to the extent a bonus is justified, and to the extent bonuses are paid to similarly situated employees, pro-rated for the year with respect to any completed fiscal year which has ended prior to the date of such Employee’s termination, which amount shall be and paid at such time annual bonuses when similarly situated employees are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;paid. (iv) Continuation of payment of An amount equal to the Base Salary during (at the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans rate in effect as of the date of such Employee’s termination, it being understood and agreed that ) which would have been payable to Employee if Employee had continued in employment for a twelve (A12) Employee month period following the date of death. Such amount shall be required to paid in accordance with the Company’s standard payroll and pay that portion of the cost of such medical benefits as period procedures. (v) The Company completely at its expense will continue for Employee and Employee’s spouse and dependents, group health plans, programs or arrangements, in which Employee was required entitled to pay (including through customary deductions from Employee’s paycheck) participate as of the date of Employee’s termination termination, until the earlier of employment : (A) last day of period during which Employee receives payment in accordance with the Company, and clause (iii) above; (B) notwithstanding the foregoingEmployee’s death (provided that benefits payable to Employee’s beneficiaries shall not terminate upon Employee’s death); or (C) with respect to any particular plan, program or arrangement, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that date Employee becomes eligible to receive any such or similar benefits while employed covered by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment a comparable benefit provided by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementa subsequent employer.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Permanent Disability)) during the Term of Employment, Employee Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance TermThe Severance, payable in ratable installments in accordance with the Company’s regular payroll practicespractices during the Severance Term; (iii) The Annual Bonus, it being agreed that each installment to the extent earned and pro-rated for any fractional years, payable in accordance with Section 4(b); (iv) To the extent permissible under the Company’s group health plan and subject to (A) Executive’s timely election of Base Salary payable hereunder shall be deemed continuation coverage under COBRA and continued COBRA eligibility and (B) Executive’s continued copayment of premiums at the same level and cost to be a separate payment Executive as if Executive were an employee of the Company (excluding, for purposes of Section 409A calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term, with Executive being required to inform the Company within one (1) week of becoming eligible for group medical coverage from another employer), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the CodeCompany; and (v) Continuation, during If such termination occurs: (A) on or before the Severance Term, one (1) year anniversary of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as effective date of this Agreement, accelerated vesting of all unvested time-based equity awards on the date of such terminationtermination (the “Termination Date”); (B) on or before the two (2) year anniversary of the effective date of this Agreement, it being understood accelerated vesting of 2/3 of the Executive’s unvested time-based equity awards on the Termination Date; and agreed that (C) after the two (2) year anniversary of the effective date of this Agreement, accelerated vesting of 1/3 of the Executive’s unvested time-based equity awards on the Termination Date. (vi) With respect to any unvested performance-based equity awards held by the Executive on the Termination Date, accelerated vesting of a prorated number of such performance-based awards on the equal to the product of (A) Employee shall be required to pay that portion the greater of (i) the target number of such awards or (ii) the number of such awards based on actual achievement of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) applicable performance goals as of the date of Employee’s termination of employment with the Company, Termination Date; and (B) notwithstanding the foregoinga fraction, the Company’s obligation to provide such continuation numerator of benefits which shall terminate prior to be the expiration number of days completed in the applicable performance period as of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminateTermination Date, and the Company denominator of which shall have no further obligations to Employee with respect thereto, be the total number of days in the event that Employee breaches any provision of Section 9 hereofapplicable performance period. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. In addition, unless specifically provided otherwise by agreement between the Parties, this Section 8(d) shall supersede any language to the contrary under any outstanding equity award agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment without Cause shall be receipt of the amounts and benefits set forth in clauses (i) through (vi) of this Section 8(d).

Termination by the Company Without Cause. The If your employment by 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 Disabilityas defined below), Employee or if there is a Constructive Termination (as defined below), in each case at any time prior to the occurrence of a Change in Control (as defined below) or in each case more than thirteen (13) months following the occurrence of a Change in Control (as defined below), and if you provide the Company with a signed general release of all claims, a form of which is set forth in Exhibit A hereto, the Company shall provide you with the following severance benefits: (1) continuation of your base salary for a period of six (6) months after your termination date at the rate in effect immediately prior to your termination of employment, less applicable withholdings, payable in installments pursuant to the Company’s normal and customary payroll procedures; (2) for the period beginning on your date of termination and ending on the date which is six (6) full months following your date of termination (or, if earlier, the date on which you accept employment with another employer that provides comparable benefits), the Company shall pay for and provide you and your dependents with the same health benefits (e.g., medical and dental) to which you would have been entitled had you remained continuously employed by the Company during such period, including, if necessary, paying the costs associated with continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and (3) on your date of termination, you shall immediately become vested with respect to those options to purchase the Company’s capital stock that you then hold that would have vested during the six (6) month period following your date of termination and/or any restrictions with respect to restricted shares of the Company’s capital stock that you then hold that would have vested during the six (6) month period following your date of termination shall immediately lapse, and you shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to exercise any completed fiscal year which has ended prior to such vested options until the expiration date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of options set forth in the Company; (iiistock option agreement(s) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination which they were granted. You understand and agree that you shall not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed entitled to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business severance pay, severance benefits, or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and any other compensation or benefits described in clauses (ii), (iii), (iv), and (v) above 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 Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except other than as set forth in this Section 8(d)paragraph in the event of such a termination, Employee shall have no further rights to any compensation or any other benefits than as required under this Agreementapplicable law.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of written notice this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of such termination. receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee shall be entitled tothen: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect the Company shall pay to any completed fiscal year which has ended prior Employee an amount equal to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus Employee’s then current Base Salary for the fiscal year of terminationSeverance Period (as defined below), to less applicable withholdings and deductions (the extent applicable performance conditions are achieved for such fiscal year“Severance Payment”), such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s first regular payroll practicesdate that is more than sixty (60) days following the Separation Date (as defined below), it being agreed that each installment of and shall be for any accrued Base Salary payable hereunder for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be deemed to be a separate payment for purposes of Section 409A of made on the CodeCompany’s regular payroll dates; and (vii) Continuation, during if the Severance Term, of the medical benefits provided to Employee timely elects continued coverage under COBRA for himself and his covered dependants dependents under the Company’s group health plans in effect as of the date of following such termination, it being understood and agreed that then the Employee will be entitled to the following COBRA benefits (A) Employee the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall be required pay the COBRA premiums necessary to pay that portion of continue the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheckand his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) as on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of Employee’s termination of employment with (i)-(iii), the Company, and (B) notwithstanding “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the CompanyCompany determines that its payment of COBRA premiums on the Employee’s obligation behalf would result in a violation of applicable law (including but not limited to provide the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such continuation month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of benefits shall terminate prior COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Term Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the event that Release becomes effective and can no longer be revoked by Employee becomes eligible under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any such or similar non-disparagement and confidentiality provisions contained therein. (d) The benefits while employed by or providing service provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, in any capacitybenefits to which Employee may otherwise be entitled under any Company severance plan, any other business policy or entity during program. (e) The damages caused by the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Company without Causeparties as liquidated damages, except to serve as set forth full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event a termination under this Section 8(d)6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before the date that is one (1) year following the Start Date, Employee shall have no further rights to any compensation (ii) six (6) months in the event an Involuntary Termination occurs after the date that is one (1) year after the Start Date and on or any other benefits under this Agreementbefore the date that is two (2) years after the Start Date, and (iii) twelve (12) months in the event an Involuntary Termination occurs after the date that is two (2) years following the Start Date.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time may also be terminated without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated Cause by the Company at any time. Upon Executive’s termination without Cause (other than due to death or Disability)by the Company, Employee shall be entitled tothe Company shall: (i) The Pay Executive the Accrued Obligations;Compensation (as defined in Section 5(a) herein); and (ii) Any unpaid Annual Bonus Pay a “Severance Payment” (as defined hereinafter in respect to any completed fiscal year which has ended prior to this Section 5(b)). The amount of the date of such termination, which amount “Severance Payment” shall be paid at such time annual bonuses are paid to other senior executives of the Company;determined as follows: (iii) Annual Bonus for If termination occurs during the fiscal year Initial Term, the Company shall provide Executive with severance compensation in the form of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum salary continuation at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Executive’s Base Salary as of the termination date and ending the later of (i) six (6) months or (ii) on the expiration date of the Initial Term. The Company shall pay all amounts due under this Section 5(b)(iii) during the Severance Term, payable applicable severance period in accordance with the Company’s regular customary payroll practices; (iv) If termination occurs after the Initial Term, it being agreed that each installment the Severance Payment shall be the amount equal to one half (1/2) of Executive’s Base Salary payable hereunder as of the termination date. The Company shall pay all amounts due under this Section 5(b)(iv) in substantially equal monthly installments over the course of six (6) months following the termination date; (v) If termination occurs during the Initial Term, payment of Executive’s monthly COBRA premiums (which will be deemed subject to be a separate payment taxes and applicable withholdings) for purposes continuation of health coverage for eighteen (18) months post termination subject to Section 5(d) of this Agreement and Section 409A of the CodeInternal Revenue Code (“Section 409A”), provided COBRA is applicable, and if COBRA is not applicable, payment of an amount (which will be subject to taxes and applicable withholdings) in substantially equal installments over eighteen (18) months that the Company reasonably determines is sufficient for Executive to pay the premiums on a health insurance plan reasonably equivalent to the Company group health plan Executive was enrolled in immediately preceding his termination date; (vi) Payment of the unpaid balance of the Deferred Bonus in accordance with Section 4(h)(iv) above; and (vvii) Continuation, during the The Severance Term, of the medical benefits provided Payment will be subject to Employee withholding for taxes and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood other applicable deductions. The Parties agree and agreed acknowledge that (A) Employee shall Executive will not be required entitled to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, owed any other business compensation or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described not listed in clauses (ii), (iii), (iv), and (vthis Section 5(b) above 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 Section 9 hereof. Following such termination of Employee’s employment by the Company under this Agreement or otherwise if he is terminated without Cause, except or, as set forth in this Section 8(d)below, Employee shall have no further rights to any compensation or any other benefits under this Agreementif he terminates for Good Reason.

Termination by the Company Without Cause. (a) The Company may terminate Employeethe Executive’s employment at any time time, for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 4.1 (Death); Section 4.2 (Disability); Section 4.3 (Due Cause); Section 4.5 (Voluntary Termination); or Section 4.6 (Retirement), effective upon Employee’s receipt the Company shall pay to the Executive the Base Salary (at the annual rate then in effect) and Vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, if applicable). (b) In addition to the payments described in Section 4.4(a), the Company shall pay to the Executive, on the date that is six (6) months and one day after the Termination Date, a lump sum in an amount equal to eighteen (18) months (twenty-four (24) months if the Termination Date is during a Change in Control Period) of written notice of such terminationthe monthly Base Salary and an additional bonus payment equal to one and one-half (1.5) times (two (2) times, if the Termination Date is during a Change in Control Period) the Target Bonus for the Termination Year (collectively, the “Severance Payment”). In addition, the event EmployeeCompany shall for eighteen (18) months (twenty-four (24) months if the Termination Date is during a Change in Control Period) following the Termination Date, (i) reimburse the Executive for the Executive’s employment reasonable costs of medical and dental coverage as provided under COBRA (which shall be extended by six (6) months if the Termination Date is terminated during a Change in Control Period), (ii) reimburse the Executive for the Executive’s reasonable costs incurred in maintaining the Executive’s life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.4, each at levels substantially equivalent to those provided by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended the Executive immediately prior to the date termination of employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such terminationbenefits from time to time during the eighteen (18) or twenty-four (24) month payment period, which amount shall be paid at as applicable), on the same basis, including the Company’s payment of premiums and contributions, as such time annual bonuses benefits are paid provided to other senior executives corporate officers of the Company; (iii) Annual Bonus for the fiscal year of termination, Company or were provided to the extent applicable performance conditions are achieved for such fiscal yearExecutive prior to the termination; provided, such amount however, that no further contribution to the SERP shall be paid in a lump sum at made to the same time benefit of the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during Executive following the Severance TermTermination Date, payable in accordance with the CompanySERP’s regular payroll practicesterms. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, it being agreed that each installment if any, shall not be paid before six (6) months and one day after the Executive’s Termination Date. The amount of Base Salary payable hereunder expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be deemed to be a separate payment for purposes of Section 409A paid on or before the last day of the Code; and Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (v18) Continuationmonths immediately following the Executive’s Termination Date, during the Severance Term, Executive will be provided with outplacement services commensurate with those provided to other senior corporate officers of the medical Company through a vendor selected by the Company. Except as otherwise provided under this Agreement, the rights and benefits provided to Employee and his covered dependants of the Executive or the Executive’s transferee under the Company’s health benefit plans in effect as and programs of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee be determined in accordance with respect theretothe provisions of such plans and programs. (c) Notwithstanding Section 4.4(b), in the event that (i) the Executive is not a Specified Employee, then the Company shall pay to the Executive the Severance Payment within forty-five (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, or (ii) the Executive is a Specified Employee breaches and the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive’s estate any provision unpaid portion of the amounts due to be paid to the Executive pursuant to Section 9 hereof4.4(b) within forty-five (45) days following the Executive’s death. Following If the Executive’s estate or legal representative fails to notify the Company of the death of the Executive such termination that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of Employeethis Agreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 4.4(b) unless the Executive has first duly and timely executed (and not revoked) a form of mutual agreement and general release acceptable to the Company releasing both the Company and the Executive from certain claims the other party may have in connection with the Executive’s employment by with the Company without Causeand the termination thereof, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementthe extent permitted by law.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of written notice this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of such termination. receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee shall be entitled tothen: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect the Company shall pay to any completed fiscal year which has ended prior Employee an amount equal to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus Employee’s then current Base Salary for the fiscal year of terminationSeverance Period (as defined below), to less applicable withholdings and deductions (the extent applicable performance conditions are achieved for such fiscal year“Severance Payment”), such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s first regular payroll practicesdate that is more than sixty (60) days following the Separation Date (as defined below), it being agreed that each installment of and shall be for any accrued Base Salary payable hereunder for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be deemed to be a separate payment for purposes of Section 409A of made on the CodeCompany’s regular payroll dates; and (vii) Continuation, during if the Severance Term, of the medical benefits provided to Employee timely elects continued coverage under COBRA for himself and his covered dependants dependents under the Company’s group health plans in effect as of the date of following such termination, it being understood and agreed that then the Employee will be entitled to the following COBRA benefits (A) Employee the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall be required pay the COBRA premiums necessary to pay that portion of continue the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheckand his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) as on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of Employee’s termination of employment with (i)-(iii), the Company, and (B) notwithstanding “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the CompanyCompany determines that its payment of COBRA premiums on the Employee’s obligation behalf would result in a violation of applicable law (including but not limited to provide the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such continuation month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of benefits shall terminate prior COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Term Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the event that Release becomes effective and can no longer be revoked by Employee becomes eligible under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any such or similar non-disparagement and confidentiality provisions contained therein. (d) The benefits while employed by or providing service provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, in any capacitybenefits to which Employee may otherwise be entitled under any Company severance plan, any other business policy or entity during program. (e) The damages caused by the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Company without Causeparties as liquidated damages, except to serve as set forth full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event a termination under this Section 8(d)6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before January 3, Employee shall have no further rights to any compensation 2018, (ii) six (6) months in the event an Involuntary Termination occurs after January 3, 2018 and on or any other benefits under this Agreementbefore January 3, 2019, and (iii) twelve (12) months in the event an Involuntary Termination occurs after January 3, 2019.

Termination by the Company Without Cause. 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 that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;The Severance Benefits; and (iii) Annual Bonus for Acceleration of the fiscal year vesting of termination, to the extent applicable performance conditions are achieved for such fiscal year100% of Employee’s then outstanding unvested equity awards, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee all unvested equity awards vest and his covered dependants under the Company’s health plans in effect become fully exercisable or non-forfeitable as of the date Date of Termination; provided that such terminationtermination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), it being understood and agreed that (A) in which case Employee shall be required have ninety (90) days from the Date of Termination to pay that portion of exercise the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termvested equity awards. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above 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 Section 9 hereofthe 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, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section l(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning her professional activities. 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. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt of written given 60 days’ notice of such termination(or pay in lieu thereof). In the event Employeethat, during the Term, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee he shall be entitled to: eligible for the Accrued Obligations and, provided that he fully executes (and does not revoke) the Release of Claims as described in Section 7(g), Executive shall also be eligible for (i) The Accrued Obligations; Severance Benefits and (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; reimbursement for his (iiiand his eligible dependents’) Annual Bonus health care continuation (COBRA) premiums for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had 12 months following such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee such COBRA benefits shall not be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of provided beyond the date of Employee’s termination of employment with the Company, on which Executive obtains comparable coverage from a subsequent employer and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior not be provided to the expiration of extent that the Severance Term in the event Company determines that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, it would result in any capacityfine, any other business penalty or entity during tax on the Severance TermCompany or its subsidiaries for being a discriminatory benefit) (the “COBRA Benefits”). Notwithstanding the foregoing, the Severance Term shall expire, Benefits and the payments and benefits described in clauses (ii), (iii), (iv), and (v) above COBRA Benefits shall immediately terminate, and the Company shall have no further obligations to Employee Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Employee Executive breaches any provision of Section 9 hereofthe Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive’s post-employment obligations to the Company. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d)7(d) or Section 10, Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Causeor by the Executive for Good Reason Prior to, effective upon Employee’s receipt of written notice of such terminationor More than 12 Months Following, a Change in Control. In If, prior to a Change in Control Date or more than 12 months following a Change in Control Date, either the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death for Disability or Disabilitydeath) or the Executive resigns for Good Reason (a “Non-Change in Control Termination”), Employee shall be entitled tothen, following the Date of Termination and subject to the conditions of Section 7 and in accordance with the payment terms set forth in Section 7: (ia) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect the Company shall, for a period of 12 months beginning on the Payment Commencement Date, continue to any completed fiscal year which has ended prior pay to the date of such terminationExecutive, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular customary payroll practices, it being agreed that each installment of his then current Base Salary payable hereunder as severance; (b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 12th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; (c) the Executive will receive a pro-rated Target Bonus for the fiscal year in which his Date of Termination occurs, calculated by multiplying the Target Bonus for such year by a fraction, the numerator of which is the number of days the Executive was employed by the Company in such year and the denominator of which is 365, paid in a lump sum on the Payment Commencement Date; (d) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be deemed accelerated in part so that the option shall become exercisable for an additional number of shares equal to 25% of the original number of shares of Common Stock subject to the option; and (e) unvested shares, or units, if any, with respect to each restricted stock or stock unit award held by the Executive shall become vested such that the number of unvested shares or units shall be a separate payment for purposes reduced by 25% of the original number of shares or units subject to such restricted stock or stock unit award; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code; and (v) Continuation. For the avoidance of doubt, during the Severance Term, equity acceleration upon a termination of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment Executive by the Company without CauseCause or by the Executive for Good Reason prior to, except as set forth or more than twelve months following, a Change in this Section 8(dControl provided for in Sections 6.2(d) and (e) shall be in lieu of, and not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with such a termination (a “Non-CIC Duplicative Acceleration Provision”), Employee shall have . The Executive agrees that any Non-CIC Duplicative Acceleration Provision is hereby deleted and of no further rights to any compensation force or any other benefits under this Agreementeffect.

Termination by the Company Without Cause. The Company may terminate Employee’s your employment at any time without “Cause, effective ” immediately upon Employee’s receipt of written notice of notice. If such termination. In the event Employee’s employment termination is terminated by the Company without Cause (and not by reason of your Disability, then, in addition to the Accrued Obligations, and in lieu of any other than due to death severance benefits otherwise payable under any Company policy or Disability)plan in effect, Employee shall you will be entitled to: to (i) The Accrued Obligations; continued payment of your Base Salary for six (6) months, (ii) Any unpaid should you be eligible for and timely elect COBRA coverage, payment of your COBRA premiums, less the amount charged to active employees for health coverage, for up to six (6) months (iii) payment of a pro-rata portion of your Annual Bonus in respect (assuming for purposes of this payment that your Annual Bonus is equal to 30% of your Base Salary) and (iv) immediate vesting of any completed fiscal year which has ended unvested options, restricted stock, restricted stock units, or other equity awards that are outstanding immediately prior to the date of such terminationtermination and, which amount but for the termination of your employment, would have vested during the six (6) month period immediately following the date of termination (collectively, the “Severance Benefits”). Your right to the Severance Benefits shall be paid at such time annual bonuses are paid conditional upon (x) your continuing compliance with the restrictive covenants contained in Section 9, (y) your continuing material compliance with the provisions of Section 10, and (z) your execution of a release of claims relating to other senior executives your employment in a form prepared by and satisfactory to the Company (the “Release of Claims”). You must execute the Release of Claims within forty-five (45) days following the date of the Company; termination of your employment (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder which release shall be deemed delivered to be a separate payment for purposes of Section 409A of the Code; and you within five (v5) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of days following the date of such termination). The first payment of continued Base Salary and COBRA premiums, it being understood and agreed that together with the pro-rata Annual Bonus payable pursuant to subsection (Aiii) Employee above, pursuant to this Section 8(d) shall be required to pay that portion made on the effective date of the cost Release of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except Claims as set forth in this Section 8(d); provided, Employee shall have no further rights however, that if the time period to consider and revoke the Release of Claims covers two of your taxable years, payment of Severance Benefits of which any portion is treated as non-qualified deferred compensation or any other benefits under this Agreementpursuant to Section 409A of the Internal Revenue Code will begin in the later taxable year.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.7 of this Agreement. A termination pursuant to Section 6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause (other than for in connection with a Change in Control Termination as defined below), then provided that Executive executes a general release in favor of the Company, in a form attached as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall pay to Executive (i) an amount equal to Executive’s then current Base Salary for a period of six (6) months from the Release Date (such applicable period is referred to as the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates; (ii) an amount equal to the Target Bonus or pro-rated portion of the Target Bonus that Executive was eligible to receive at the time of the termination without Cause (if any), payable in a lump sum on the date Target Bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the Severance Period; provided, however, that (a) Executive and his eligible dependents timely elect COBRA continuation coverage; (b) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. To receive the payments under (i), (ii), and (ii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. (c) Executive shall not receive any of the benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement, the Non-Competition Agreement, and the Confidential Information Agreement; and complying with the Release, including without limitation any non-disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In in addition to the event Employee’s employment is terminated by severance benefits in Section 6.1(b), the Company without Cause (other than due shall pay to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any Executive the accrued but unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to salary of Executive through the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular standard payroll practicespolicies, it being agreed that each installment together with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, program or arrangement through the date of Base Salary payable hereunder shall be deemed to be a separate payment termination. The Company will also reimburse Executive for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under reasonable business expenses in accordance with the Company’s health plans in effect as of standard expense reimbursement policy. (e) The damages caused by the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of Executive’s employment with without Cause would be difficult to ascertain; therefore, the Companyseverance for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementnot a penalty.

Termination by the Company Without Cause. The by Executive For Good Reason, or on account of a Non-Renewal Notice by the Company. If (i) the Company may terminate Employee’s terminates Executive's employment at any time during the Term without CauseCause at a time that Executive is otherwise willing and able to continue employment hereunder, effective upon Employee’s receipt (ii) Executive terminates Executive's employment during the Term for Good Reason, or (iii) Executive's employment terminates at the expiration of written notice the Term pursuant to a Non-Renewal Notice by the Company, and, in each such case, no event constituting Cause has occurred as of such termination. In the event Employee’s employment is terminated by the Company without Cause time, then, subject to Section 9(d): (other than due to death or Disability), Employee i) Executive shall be entitled to: , within thirty (i30) The days following such termination, or as otherwise provided by law, the terms of the applicable Benefit Plan or herein, (A) payment of Executive's accrued and unpaid Base Salary accrued through the date of termination of Executive's employment, (B) payment of any accrued and unpaid Annual Bonus for the calendar year ending immediately prior to calendar year of termination of Executive's employment, payable at such time as set forth in Section 5, above, (C) reimbursement of expenses under Section 7, (D) any accrued but unused paid time off to the extent required by any Company policy, (E) all other accrued amounts or accrued benefits due to Executive in accordance with the Company's Benefit Plans (other than any severance plan or program), and (F) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (collectively, the "Accrued Obligations;"); and (ii) Any unpaid provided Executive (or Executive's family or legal representatives) timely elects to continue coverage for Executive and Executive's eligible dependents under the Company's group health plans under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") and Section 601 et. Seq. of the Employee Retirement Income Security Act of 1974, as amended (collectively, "COBRA"), the Company shall pay to Executive on the first regularly scheduled payroll date of each calendar month following Executive's termination of employment an amount that is equal to the full premium amount on an after-tax basis for coverage under the Company's group health plans at the coverage levels in effect for Executive and any dependents immediately prior to the Executive's termination of employment for the Severance Period or such shorter period as Executive remains eligible to continue such coverage pursuant to COBRA. Amounts paid by the Company on behalf of Executive pursuant to this Section 9(a)(ii), to the extent not otherwise taxable, shall be imputed to Executive as additional taxable income to the minimum extent as may be required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code") or the Patient Protection and Affordable Care Act of 2010, as amended; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the parties agree, consistent with the requirements for compliance with or exemption from Section 409A (as defined below), to restructure such payments in a manner that avoids such adverse consequences; and (iii) solely if and to the extent that (A) the date of termination of Executive's employment occurs on or following the first day of October during such calendar year and (B) similar annual bonus awards are made to similarly situated employees of the Company as Executive with respect to such calendar year, then Executive shall be entitled to receive a bonus for the calendar year in which the date of termination occurs in an amount equal to the Annual Bonus for such year as determined by the Board in respect good faith in accordance with the criteria established under and at such time as set forth in Section 5 and taking into account the annual bonus award so made to any completed fiscal year such similarly situated employees, which has ended amount shall be prorated through and including the date of termination; and (iv) Executive shall be entitled to receive an amount equal to one (1) times Executive's Base Salary as in effect immediately prior to the date of termination of Executive's employment (excluding any reduction in Base Salary that constituted Good Reason leading to such termination), which amount shall be paid at such time annual bonuses are paid to other senior executives payable in substantially equal installments for a period of twelve (12) months following the Company; date of termination of Executive's employment (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the "Severance TermPeriod"), payable in accordance with the Company’s 's regular payroll practicespractices as in effect from time to time; provided, it being agreed that each installment of Base Salary payable hereunder the first payment pursuant to this Section 9(a)(iv) shall be deemed to be a separate payment for purposes of Section 409A of made on the Code; and next regularly scheduled payroll date following the sixtieth (v60th) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of day after the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of Executive's employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation shall include payment of benefits shall terminate any amounts that would otherwise be due prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 6.7 of this Agreement. A termination pursuant to Section 6.7 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) In the event Executive’s employment is terminated without Cause (other than for in connection with a Change in Control Termination as defined below), then provided that Executive executes a general release in favor of the Company, in a form attached as Exhibit B (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by Executive is referred to as the “Release Date”), then the Company shall pay to Executive (i) an amount equal to Executive’s then current Base Salary for a period of six (6) months from the Release Date (such applicable period is referred to as the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates; (ii) an amount equal to the Target Bonus or pro-rated portion of the Target Bonus that Executive was eligible to receive at the time of the termination without Cause (if any), payable in a lump sum on the date Target Bonuses are normally paid to other executives at the Company, but in no event later than March 15 of the year following the year for which the Target Bonus is paid; and (iii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, during the Severance Period; provided, however, that (a) Executive and his eligible dependents timely elect COBRA continuation coverage; (b) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause; and (c) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. To receive the payments under (i), (ii), and (ii) above, Executive’s termination must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within sixty (60) days of Executive’s termination. Such payments shall not be paid prior to the sixtieth (60th) day following Executive’s termination, rather, subject to the aforementioned conditions, on the sixtieth (60th) day following Executive’s termination, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. (c) Executive shall not receive any of the benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than 60 days, and until the Release becomes effective and can no longer be revoked by Executive under its terms. Executive’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon him: returning all Company property; complying with his post-termination obligations under this Agreement, the Non-Competition Agreement, and the Confidential Information Agreement; and complying with the Release, including without limitation any non-disparagement and confidentiality provisions contained therein. (d) In the event Executive’s employment is terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In in addition to the event Employee’s employment is terminated by severance benefits in Section 6.1(b), the Company without Cause (other than due shall pay to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any Executive the accrued but unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to salary of Executive through the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular standard payroll practicespolicies, it being agreed that each installment together with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, program or arrangement through the date of Base Salary payable hereunder shall be deemed to be a separate payment termination. The Company will also reimburse Executive for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under reasonable business expenses in accordance with the Company’s health plans in effect as of standard expense reimbursement policy. (e) The damages caused by the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of Executive’s employment with without Cause would be difficult to ascertain; therefore, the Companyseverance for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementnot a penalty.

Termination by the Company Without Cause. 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 that Employee’s 's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee: (i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any unpaid Annual Bonus in respect benefits to any completed fiscal year which has ended prior Employee may be entitled pursuant to the date plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such terminationplans, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;policies and arrangements. (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum The Base Salary (at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans rate in effect as of the date of such Employee's termination, it being understood and agreed that ) which would have been payable to Employee if Employee had continued in active employment until the later of: (A) the period ending on the last day of the Initial Term; or (B) the end of the 12-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be required eligible for a bonus or incentive compensation payment, to pay that portion of the cost of such medical benefits extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid. (iv) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was required entitled to pay participate at any time during the twelve-month period prior to the date of termination, until the earlier of : (including through customary deductions from A) last day of period during which Employee receives payment in accordance with clause (iii) above; (B) Employee’s paycheck's death (provided that benefits payable to Employee's beneficiaries shall not terminate upon Employee's death); or (C) as with respect to any particular plan, program or arrangement, the date Employee becomes covered by a comparable benefit provided by a subsequent employer. (v) As of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)'s termination, Employee shall be fully vested in all stock option awards. Employee shall have no further rights one (1) year from the date of termination to any compensation or any other benefits under this Agreementexercise all such options.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company at any time without Cause, effective upon Employee’s receipt Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of written notice of such termination. this Agreement. (b) In the event EmployeeExecutive’s employment is terminated without Cause, either by the Company without Cause or by a Buyer, then provided that the Executive executes and delivers to the Company or a Buyer a general release in favor of the Company in form and substance acceptable to the Company or Buyer (other than due to death or Disabilitythe “Release”), Employee shall be entitled to: which Release is effective not later than sixty (60) days following Executive’s separation from service (as defined under Treasury Regulations Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), , and subject to Section 6.1(c), then (i) The Accrued Obligations; the Company or Buyer shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the first six (6) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s (or Buyer’s) regular payroll dates, (ii) Any unpaid Annual Bonus in the Company shall accelerate the vesting schedule of the stock options granted to the Executive pursuant to this Agreement with respect to a portion of the stock options granted to the Executive pursuant to this Agreement, equal to the greater of (A) 25% of the shares of common stock covered by the stock options granted to the Executive pursuant to this Agreement or (B) 50% of the then-unvested portion of the stock options granted to the Executive pursuant to this Agreement, which shall become vested on the 60th day following Executive’s Separation from Service, and (iii) if Executive is participating in the Company’s (or Buyer’s) group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company (or Buyer) was paying prior to the Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such shorter period, the “COBRA Payment Period”). However, if at any completed fiscal year which has ended time the Company determines, in its discretion, that the payment of the COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of such terminationExecutive’s Separation from Service for that month, which amount shall be paid at such time annual bonuses are paid subject to other senior executives applicable tax withholdings and deductions. (c) The Company will not make any payments to Executive with respect to any of the Company; (iiibenefits pursuant to Section 6.1(b) Annual Bonus for the fiscal year of termination, prior to the extent applicable performance conditions are achieved for such fiscal year60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, such amount and provided that Executive has delivered an effective Release, the Company will make the first payment to be paid Executive under Section 6.1(b) in a lump sum at equal to the same time aggregate amount of payments that the Annual Bonus Company would otherwise have been paid Executive through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 6.7. (d) The benefits provided to Executive pursuant to this Section 4(b6.1 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company (or Buyer) above had such termination not occurred;severance plan, policy or program. (ive) Continuation of The Company’s (or Buyer’s) COBRA premium payment of Base Salary obligation hereunder will end immediately if the Executive obtains health care insurance from any other source during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementPeriod.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, effective upon Employee’s receipt of written notice of Cause and provided that such termination. In the event Employee’s employment is terminated by the Company without Cause termination constitutes a “separation from service” (other than due to death or Disabilityas defined under Treasury Regulation Section 1.409A-1(h) a “Separation from Service”), Employee then Executive shall be entitled to:to receive the Accrued Obligations (defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Accrued Obligations;an amount equal to Executive’s then current Base Salary for six (6) months (the “Severance Period”), less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; and (ii) Any unpaid Annual Bonus payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue overage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in respect connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any completed fiscal year which has ended prior other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of date as requested by the Company; Board); (iii) Annual Bonus for Executive returns all Company property; (iv) Executive complies with all post-termination obligations under this Agreement and the fiscal year Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b(ii) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companystandard expense reimbursement policies, and (Biii) notwithstanding the foregoing, the Company’s obligation benefits owed to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term Executive under any qualified retirement plan or health and welfare benefit plan in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, which Executive was a participant in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, accordance with applicable law and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision provisions of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementplan.

Termination by the Company Without Cause. The Company may terminate Employee’s employment may, at any time and without prior written notice, terminate the Executive’s employment without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employeethat the Company terminates the Executive’s employment is terminated by without Cause, the Executive shall receive the Accrued Benefits. In addition, the Executive shall be eligible to receive from the Company without Cause the following severance benefits (other than due to death or Disability)collectively, Employee shall be entitled to:the “Severance Benefits”): (i) The Accrued Obligations; (iiA) Any unpaid Annual Bonus in respect to any completed fiscal if the termination occurs within one (1) year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; Effective Time, severance pay equivalent to Eighteen (iii18) Annual Bonus months of the Executive’s final Base Salary, less standard withholdings for the fiscal year of terminationtax and social security purposes, paid according to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practicesschedule over the Eighteen (18) months following the Date of Termination; or (B) if the termination occurs more than one (1) year after the Effective Time, it being agreed that each installment of Base Salary payable hereunder shall be deemed severance pay equivalent to be a separate payment for purposes of Section 409A Twelve (12) months of the CodeExecutive’s final Base Salary, less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the Twelve (12) months following the Date of Termination (collectively, the “Severance Period”); and (vii) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required if the termination occurs within one (1) year of the Effective Time and subject to pay that the Executive’s timely election under COBRA, payment of a portion of the cost Executive’s COBRA premiums for Eighteen (18) months following the Date of Termination (not to exceed the applicable continuation period) or, if earlier, until such medical time as the Executive becomes eligible for similar coverage through another employer, which benefits as Employee was required shall be paid for by the Company to pay the same extent that the Company paid for health insurance for the Executive prior to termination; or (including through customary deductions from EmployeeB) if the termination occurs more than one (1) year after the Effective Time and subject to the Executive’s paycheck) as timely election under COBRA, payment of a portion of the date Executive’s COBRA premiums for Twelve (12) months following the Date of EmployeeTermination (not to exceed the applicable continuation period) or, if earlier, until such time as the Executive becomes eligible for similar coverage through another employer, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination. The Executive will thereafter be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company may be subject to a tax or penalty pursuant to Section 4980D of the Code as a result of providing some or all of the payments described in this Section 4(c)(ii), the Company may reduce or eliminate its obligations under this Section 4(c)(ii) to the extent it deems necessary, with no offset or other consideration required. The Executive’s termination entitlement to the Severance Benefits is conditioned on (x) the Executive’s timely executing and delivering to the Company of employment with a release of claims against the Company, in a form attached hereto as Exhibit A (the “Release”), and on such release becoming effective, (y) the Executive not engaging in Conflicting Activities (as defined below) while receiving Severance Benefits from the Company, and (Bz) notwithstanding the foregoingExecutive’s compliance with the Proprietary Information Agreements (as defined below). To be timely, the CompanyRelease must become effective and irrevocable no later than sixty (60) days following the Date of Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to the severance benefits described in this Section 4(c). In no event will any severance benefits be paid under this Section 4(c) until the Release becomes effective and irrevocable. Subject to Section 8(c) below, severance benefits will commence or be provided once the Release becomes effective and irrevocable. The Executive acknowledge that the Severance Benefits are being provided to assist in the Executive’s obligation transition to provide such continuation of benefits other employment. Accordingly, to the extent that the Executive begins to engage in Conflicting Activities during the Severance Period, the Executive shall terminate be entitled to retain any severance payments received prior to the expiration of date she commences the Severance Term in the event that Employee becomes Conflicting Activity but will cease to be eligible to receive any such further severance payments or similar other severance benefits while employed by under the terms of this Agreement or providing service tootherwise, and the Executive shall have no further claims, rights or entitlements to any severance payments or benefits in any capacity, any other business or entity during the Severance Termrespect. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and The Executive agrees that the Company shall have no further obligations a right of offset against all severance payments for amounts owed to Employee with respect theretothe Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. The Severance Benefits shall be in lieu of any other severance payments, severance benefits and severance protections to which the Executive may be entitled under any severance or termination policy, plan, program, practice or arrangement of the Company and its affiliates. Except as specifically provided in the event that Employee breaches any provision this Section 4(c) or in another section of Section 9 hereof. Following such termination of Employee’s employment this Agreement, or except as required by law, all benefits provided by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits the Executive under this AgreementAgreement or otherwise shall cease as of the Date of Termination.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company at any time without Cause, effective upon Employee’s receipt Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of written notice of such termination. this Agreement. (b) In the event EmployeeExecutive’s employment is terminated by without Cause, then provided that the Executive executes a general release in favor of the Company, in form and substance acceptable to the Company without Cause (other than due to death or Disabilitythe “Release”), Employee shall be entitled to: which Release is effective not later than 60 days following Executive’s separation from service (as defined under Treasury Regulation Section 1.409A-1(h), and without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 6.1(c), then (i) The Accrued Obligations; the Company shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the first six (6) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates, and (ii) Any unpaid Annual Bonus if Executive is participating in respect the Company’s group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the Separation from Service for the Severance Period or for the continuation period for which Executive is eligible, whichever is shorter (such shorter period, the “COBRA Payment Period”). However, if at any completed fiscal year which has ended time the Company determines, in its discretion, that the payment of the COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of such terminationExecutive’s Separation from Service for that month, which amount shall be paid at such time annual bonuses are paid subject to other senior executives applicable tax withholdings and deductions. (c) The Company will not make any payments to Executive with respect to any of the Company; (iiibenefits pursuant to Section 6.1(b) Annual Bonus for the fiscal year of termination, prior to the extent applicable performance conditions are achieved for such fiscal year60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, such amount and provided that Executive has delivered an effective Release, the Company will make the first payment to be paid Executive under Section 6.1(b) in a lump sum at equal to the same time aggregate amount of payments that the Annual Bonus Company would otherwise have been paid Executive through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 7.11. (d) The benefits provided to Executive pursuant to this Section 4(b) above had such termination 6.1 are in lieu of, and not occurred;in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy or program. (ive) Continuation of The Company’s COBRA premium payment of Base Salary obligation hereunder will end immediately if the Executive obtains health care insurance from any other source during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementPeriod.

Termination by the Company Without Cause. The by the Company may terminate Employeeby Reason of Non-Renewal of Agreement Term, or by Executive for Good Reason. Subject to Section 5.3 below, in addition to the payments and provisions under Section 5.1, in the event of termination of Executive’s employment at any time without Causeby the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, provided that Executive executes a release of claims substantially in the form attached hereto as Exhibit A (other than due to death or Disabilitythe “Release”), Employee which Release must be effective and irrevocable prior to the sixty (60th) day following the termination of the Executive's employment (the “Review Period”), the Company shall be entitled toprovide Executive with the following: (ia) The Accrued Obligations; twelve (ii12) Any unpaid Annual Bonus months of Executive’s base salary in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum effect at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such of termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Termemployment, payable in accordance with according to the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of commencing on the Codefirst payroll date following the date the Release is effective and irrevocable (the “Payment Date”); and (vb) Continuationthe Company will, during the Severance Termfor a period of twelve (12) months following Executive’s termination from employment, of the medical benefits provided to Employee and his covered dependants under continue Executive’s participation in the Company’s group health plans in effect as of the date of such termination, it being understood plan and agreed that (A) Employee dental plan and shall be required to pay that portion of the cost premiums that the Company paid on behalf of Executive and her dependents during Executive’s employment, provided, however, that if the Company’s health insurance plan and/or dental plan does not permit such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employeecontinued participation in such plan after Executive’s termination of employment employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the CompanyCompany paid on behalf of Executive and her dependents during Executive’s employment, including any administrative fee, on Executive’s behalf for such twelve-month period; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue such health and dental benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a health insurance plan of the new employer. (B) notwithstanding For purposes of this Section 5.2(b), the foregoingterm “Executive” shall include, to the extent applicable, Executive’s spouse and any of her dependents covered under the Company’s obligation to provide such continuation of benefits shall terminate group health plan and/or dental plan prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such her termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(demployment.), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without CauseCause (including by electing not to renew a Term of Employment pursuant to Section 2), effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Employee Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance TermThe Severance, payable in ratable installments in accordance with the Company’s regular payroll practicespractices over the Severance Term, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A commencing with the first payroll date coincident with or following the effectiveness of the CodeRelease of Claims, provided that the first such installment shall include any amounts that would have been paid on payroll dates during the Severance Term prior to the effectiveness of the Release of Claims; and (viii) Continuationsubject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, during as amended (“COBRA”), (B) Executive’s continued copayment of premiums at the Severance Term, same level and cost to Executive as if Executive were an employee of the medical benefits provided Company (excluding, for purposes of calculating cost, an employee’s ability to Employee pay premiums with pre-tax dollars), and his covered dependants under (C) Executive’s continued compliance with the obligations in Section 8(h) hereof, continued participation in the Company’s group health plans in effect as of plan (to the date extent permitted under applicable law and the terms of such termination, it being understood plan) which covers Executive (and agreed that (AExecutive’s eligible dependents) Employee shall be required to pay that portion of for the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration duration of the Severance Term at the Company’s expense, provided that Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 8(d)(iii) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that Employee becomes eligible to receive any Executive obtains other employment that offers group health benefits, such or similar benefits while employed continuation of coverage by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (vCompany under this Section 8(d)(iii) above 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 Section 9 hereofcease. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, unless otherwise mutually agreed to by the parties at the time of Executive’s termination, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.8 of written notice this Agreement. A termination pursuant to Section 6.4 or 6.6 below is not a termination without “Cause” for purposes of such termination. receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee shall be entitled tothen: (i) The Accrued Obligations; the Company shall pay to Employee an amount equal to twelve (ii12) Any unpaid Annual Bonus months’ of Employee’s then current Base Salary, less applicable withholdings and deductions (the “Severance Payment”), in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s first regular payroll practicesdate that is more than sixty (60) days following the Separation Date (as defined below), it being agreed that each installment of and shall be for any accrued Base Salary payable hereunder for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; (ii) the vesting and exercisability of all outstanding stock options and other stock awards that are held by Employee as of immediately prior to the effective date of the Separation Date, to the extent such awards are subject to time-based vesting requirements, shall be accelerated such that 50% of the then-unvested shares shall be deemed to be a separate payment for purposes of Section 409A fully vested and exercisable as of the CodeSeparation Date; (iii) the Company shall pay to Employee a lump sum cash amount equivalent to Employee’s Annual Bonus for the year in which the Separation Date occurs, prorated based on the number of days that Employee was employed during such performance year, divided by the total number of days in such performance year (the “Bonus Severance Payment”). Employee’s Base Salary as in effect on the Separation Date, ignoring any decrease that forms the basis of Employee’s resignation for Good Reason, if applicable, shall be used for calculating the Bonus Severance Payment. The Bonus Severance Payment will be paid within sixty (60) days of the effective date of the Release (namely, the date it can no longer be revoked) but in no event later than March 15 of the year following the year in which the Separation Date occurs; and (viv) Continuation, during if the Severance Term, of the medical benefits provided to Employee timely elects continued coverage under COBRA for himself and his covered dependants dependents under the Company’s group health plans in effect as of the date of following such termination, it being understood then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the Bonus Severance Payment and agreed that (A) Employee the accelerated vesting described in Section 6.l(b)(ii), the “Severance Benefits’’): the Company shall be required pay the COBRA premiums necessary to pay that portion of continue the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheckand his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) as on the termination date until the earliest of (x) twelve (12) months following the termination date (the “COBRA Severance Period’’); (y) the date of Employee’s termination of employment with when the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to receive be eligible for COBRA continuation coverage for any reason, including plan termination (such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during period from the Severance Term. Notwithstanding termination date through the foregoingearlier of (i)-(iii), the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.“COBRA Payment

Termination by the Company Without Cause. The Company Executive's employment under this Agreement may terminate Employee’s employment at any time be terminated without Cause, effective upon Employee’s receipt cause by a vote of a majority of the members of the Board of Directors on written notice of such terminationto the Executive. In the event Employee’s employment is terminated by of such termination, the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled toto the following benefits: (i) The Accrued ObligationsCompany shall pay to the Executive, in a lump sum within five (5) days of termination, as severance pay and in addition to any accrued but unpaid Base Salary and benefits to which he is entitled, an amount equal to three (3) times the Executive's total compensation received from the Company (including Base Salary and all other amounts payable pursuant to this Agreement) during the Executive's last full year of employment with the Company prior to such termination; (ii) Subject to his not becoming eligible to receive similar benefits elsewhere on similar terms, for a period of three (3) years following such termination or until the Executive attains age sixty- five (65), whichever is longer, the Company shall maintain in effect all employee welfare benefits (excluding any incentive compensation program) to which the Executive was entitled at any time during the six (6) months preceding such termination; and (iii) The Executive without further action by the Executive or the Company shall automatically become fully vested in all benefits accrued on his behalf under any benefit programs of the Company and in any options theretofore granted by the Company to the Executive remaining unexercised as of the date of termination. Any unpaid Annual Bonus health care continuation period to which the Executive may be entitled under Section 4980B of the Code and/or Section 601 through Section 609 of the Employee Retirement Income Security Act of 1974 and under any analogous state or local law shall commence immediately following the period specified in respect clause (ii) hereof. Upon expiration of such health care continuation period, subject to the terms of any completed fiscal year group health plan then in place, the Executive shall be entitled at his own expense to convert his coverage under such plan to an individual (or family) health care policy. In the event that the Executive's participation in any of the foregoing benefit plans is barred by law or otherwise, or in the event that any such benefit plan is discontinued or the benefits thereunder are materially reduced during such period, the Company shall provide the Executive with benefits substantially similar to those to which has ended the Executive was entitled immediately prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementemployment.

Termination by the Company Without Cause. The Company may terminate Employeethis Agreement and Executive’s employment at any time without for any reason. If this Agreement and Executive’s employment with the Company is terminated pursuant to this Section 5.3 for reasons other than Cause, effective upon EmployeeExecutive’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)disability, Employee Executive shall be entitled tohave no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than: (ia) The Accrued ObligationsAnnual Salary earned and accrued under this Agreement prior to the effective date of termination and any earned but unpaid bonus; (iib) Any unpaid an additional six (6) months of Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum Salary at the same time rate in effect at termination payable in the Annual Bonus would otherwise have been paid pursuant form of salary continuation, subject to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Termapplicable withholding taxes, payable in accordance with the Company’s regular normal payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (vc) Continuationan amount equal to the bonus that Executive would have received for the year of termination if Executive had remained employed throughout the calendar year, during with such amount to be determined at the end of the calendar year based on the levels at which the bonus plan targets are achieved, multiplied by a fraction, the numerator of which being the number of calendar days Executive is employed in the calendar year of termination and the denominator of which being 365 or 366, as applicable; (d) payment of the premiums for Executive’s group health insurance coverage pursuant to COBRA, if eligible and elected, for a period of six (6) months, or until such sooner date that Executive begins employment with another employer; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer; (e) accelerated vesting of Executive’s equity awards with service vesting through the next six (6) months; (f) earned, accrued and vested benefits under this Agreement prior to the effective date of termination, subject to the terms of the plans applicable thereto; and (g) reimbursement under this Agreement for expenses incurred prior to the effective date of termination. The amounts due under Sections 5.3(b) and (c) shall not be paid or given unless Executive executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit A) (the “Release Agreement”) and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s employment becomes effective. The Annual Salary due under this Section 5.3(b) (the “Severance”) shall commence to be paid to Executive on the first Company payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that: (x) if the 60-day period in which the Release Agreement is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Severance Termshall be paid in the second calendar year; and (y) in all events, subject to the effectiveness of the medical benefits Release Agreement, the Severance shall be paid prior to March 15 of the year following the year in which the termination of Executive’s employment becomes effective. The pro-rated bonus due under Section 5.3(c) shall be paid to Executive at such time when the Company pays bonuses to its senior executives, but in no event earlier than the date provided to Employee and his covered dependants in the preceding sentence. The Company shall pay the premiums due under Section 5.3(d) each month at the time the Company normally pays the insurer of the Company’s group health plans in effect as insurer on behalf of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementits remaining employees.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of written notice this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of such termination. receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee shall be entitled tothen: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect the Company shall pay to any completed fiscal year which has ended prior Employee an amount equal to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus Employee’s then current Base Salary for the fiscal year of terminationSeverance Period (as defined below), to less applicable withholdings and deductions (the extent applicable performance conditions are achieved for such fiscal year“Severance Payment”), such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s first regular payroll practicesdate that is more than sixty (60) days following the Separation Date (as defined below), it being agreed that each installment of and shall be for any accrued Base Salary payable hereunder for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be deemed to be a separate payment for purposes of Section 409A of made on the CodeCompany’s regular payroll dates; and (vii) Continuation, during if the Severance Term, of the medical benefits provided to Employee timely elects continued coverage under COBRA for himself and his covered dependants dependents under the Company’s group health plans in effect as of the date of following such termination, it being understood and agreed that then the Employee will be entitled to the following COBRA benefits (A) Employee the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall be required pay the COBRA premiums necessary to pay that portion of continue the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheckand his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) as on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of Employee’s termination of employment with (i)-(iii), the Company, and (B) notwithstanding “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the CompanyCompany determines that its payment of COBRA premiums on the Employee’s obligation behalf would result in a violation of applicable law (including but not limited to provide the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such continuation month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of benefits shall terminate prior COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Term Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the event that Release becomes effective and can no longer be revoked by Employee becomes eligible under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any such or similar non-disparagement and confidentiality provisions contained therein. (d) The benefits while employed by or providing service provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, in any capacitybenefits to which Employee may otherwise be entitled under any Company severance plan, any other business policy or entity during program. (e) The damages caused by the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Company without Causeparties as liquidated damages, except to serve as set forth full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event a termination under this Section 8(d)6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before April , Employee shall have no further rights to any compensation 2018, (ii) six (6) months in the event an Involuntary Termination occurs after April , 2018 and on or any other benefits under this Agreementbefore April , 2019, and (iii) twelve (12) months in the event an Involuntary Termination occurs after April , 2019.

Termination by the Company Without Cause. The Company may terminate Employee’s Executive's employment under this Agreement without Cause at any time without Causewith ninety (90) calendar days’ prior written notice. However, effective upon Employee’s receipt of written notice of such termination. In in the event Employee’s employment is terminated of Executive's Separation from Service (as defined in Section 9(a) below) as a result of Executive's termination by the Company without Cause (other than due at any time during the Term, then, subject to death or Disability)the provisions of Section 9 below, Employee shall be entitled tothe Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (i) The Accrued Obligations;(A) if such termination occurs during the Initial Term, an amount equal to two (2) times Executive's then-prevailing Base Salary, and (B) if such termination occurs after the Initial Term, an amount equal to one (1) times Executive’s then-prevailing Base Salary; plus (ii) Any unpaid Annual Bonus (A) if such termination occurs during the Initial Term, twenty-four months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (iii) if Executive holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards with respect to any completed fiscal year which has ended the securities of the Company) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of such termination, then the Company shall cause all such outstanding and unvested long-term incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Executive shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which amount they were granted and any applicable agreements between The Company and Executive. The amounts described in paragraph (i) shall be paid at such time annual bonuses are paid in two equal lump sum installments, subject to other senior executives of applicable tax withholding, with the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount first installment to be paid in a lump sum at made within sixty (60) days following the same time date of Executive's Separation from Service and the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each second installment of Base Salary payable hereunder shall be deemed to be a separate payment for made on the first anniversary of Executive's Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code; ”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive's right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and , accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (v55th) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of day following the date of such terminationExecutive's Separation from Service, it being understood Executive has executed an effective waiver and agreed that release of claims agreement (Athe “Release”) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, in form and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior substance acceptable to the expiration of the Severance Term in the event that Employee becomes eligible to receive Company and any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable revocation period has expired.

Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with the Company without Cause by 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 terminate provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment at any time without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective upon date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company or an affiliate or subsidiary thereof for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) 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 receipt of written notice the post-employment payments and benefits under this Section 2(b) (other than the payments described in 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 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. In 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 (other than due to death or Disability), Employee shall be entitled to: (i1) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation Change of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect Control as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision Section 3 of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. In such case, Section 3 of this Agreement shall control.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of written notice this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of such termination. receiving the benefits described in this Section 6.1. (b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee shall be entitled tothen: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect the Company shall pay to any completed fiscal year which has ended prior Employee an amount equal to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus Employee’s then current Base Salary for the fiscal year of terminationSeverance Period (as defined below), to less applicable withholdings and deductions (the extent applicable performance conditions are achieved for such fiscal year“Severance Payment”), such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable installments in accordance with the Company’s ordinary payroll practices commencing on the Company’s first regular payroll practicesdate that is more than sixty (60) days following the Separation Date (as defined below), it being agreed that each installment of and shall be for any accrued Base Salary payable hereunder for the sixty (60) day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be deemed to be a separate payment for purposes of Section 409A of made on the CodeCompany’s regular payroll dates; and (vii) Continuation, during if the Severance Term, of the medical benefits provided to Employee timely elects continued coverage under COBRA for himself and his covered dependants dependents under the Company’s group health plans in effect as of the date of following such termination, it being understood and agreed that then the Employee will be entitled to the following COBRA benefits (A) Employee the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall be required pay the COBRA premiums necessary to pay that portion of continue the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheckand his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) as on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of Employee’s termination of employment with (i)-(iii), the Company, and (B) notwithstanding “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the CompanyCompany determines that its payment of COBRA premiums on the Employee’s obligation behalf would result in a violation of applicable law (including but not limited to provide the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such continuation month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of benefits shall terminate prior COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Term Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the event that Release becomes effective and can no longer be revoked by Employee becomes eligible under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any such or similar non-disparagement and confidentiality provisions contained therein. (d) The benefits while employed by or providing service provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, in any capacitybenefits to which Employee may otherwise be entitled under any Company severance plan, any other business policy or entity during program. (e) The damages caused by the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Company without Causeparties as liquidated damages, except to serve as set forth full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event a termination under this Section 8(d)6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before ▇▇▇▇▇ ▇, Employee shall have no further rights to any compensation ▇▇▇▇, (▇▇) six (6) months in the event an Involuntary Termination occurs after March 1, 2018 and on or any other benefits under this Agreementbefore March 1, 2019, and (iii) twelve (12) months in the event an Involuntary Termination occurs after March 1, 2019.

Termination by the Company Without Cause. 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 during the Term by the Company without Cause (other than due to death or Disability) and subject to the terms of Section 8(h), Employee shall be entitled to: (i) The Accrued Obligations;; and (ii) Any unpaid Annual Cash Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid to other senior executives of fiscal year as determined by the Company;Compensation Committee; and (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a A lump sum cash payment equal to twelve (12) months compensation at the same time sum of the Employee’s Base Salary and Target Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;Bonus; and (iv) Continuation A lump sum cash payment equal to the value of payment of Base Salary during any non-discretionary Annual Cash Bonus that would have been payable based on actual performance, pro-rated for the Severance Term, payable in accordance with period the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed Employee worked prior to be a separate payment for purposes of Section 409A of the Codetermination; and (v) ContinuationFor a maximum period of twelve (12) months, during a monthly cash payment equal to the Severance Term, “applicable percentage” of the medical benefits provided monthly COBRA premium cost applicable to Employee if Employee (or his dependents) is eligible, elects and his covered dependants under continues COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the Company“applicable percentage” shall be the percentage of Employee’s health plans in effect care premium costs covered by the Company as of the date of such termination, it being understood termination and agreed that (A) Employee the Company shall be required obligated to pay that portion provide only such continuation of the cost of such medical insurance benefits as it is required and can legally provide under its health insurance contract); and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee was required that vest solely on the service of Employee. Any equity awards that vest based on various performance metrics will be vested only if such performance metrics have been met at the time of termination of service. Any amounts payable to pay Employee under clause (including through customary deductions from Employee’s paychecki), (ii), (iii) as or (iv) of this Section 8(d) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment with the Companyemployment, and (Bsubject to Section 8(h) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthis Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. Termination by the Executive ---------------------------------------------------------------------- for Good Reason. --------------- (a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to: (i) The Accrued Obligations; the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for his COBRA premiums with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives termination of the Company; Executive's employment; and (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the vesting schedule set forth in such option agreements. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company. (b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.

Termination by the Company Without Cause. The If the Company may terminate terminates the 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 toto receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of: (i) The all Accrued Obligations;; plus (ii) Any unpaid Annual Bonus at the time the Company pays its employees bonuses in respect to any completed fiscal year which has ended prior to accordance with its general payroll policies, the date of such terminationPro Rata Bonus, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;if any; plus (iii) Annual Bonus for severance pay equal to twelve (12) months of the fiscal year Employee’s base salary as of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation Date of payment of Base Salary during the Severance Term, Termination payable in accordance with the Company’s regular payroll practicespay schedule; plus (iv) twelve (12) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, it being agreed if and to the extent the Employee was participating in any such plans on the Date of Termination and timely elects continuation coverage, provided that each installment the Employee remits monthly premiums for the full cost of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany health benefits; andplus (v) Continuation, a cash payment each month during the Severance Term, twelve (12) month period following the Date of Termination equal to the full monthly premium for the medical and health benefits provided to Employee and his covered dependants under described in clause (iv) above minus the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the active employee cost of such medical benefits as coverage; provided that in lieu of such payments the Company may impute taxable income to the Employee was in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus (vi) with respect to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, non-vested equity and (B) notwithstanding the foregoingnon-equity awards, the Company’s obligation to provide applicable plans and award agreements will govern vesting, exercise periods and payments due under such continuation applicable plans and award agreements; plus (vii) three (3) months of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed executive-level career transition assistance services by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment a firm selected by the Company without Cause, except as set forth in this Section 8(d), (including an aggregate cost) with such assistance being commenced by the Employee shall have no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.

Termination by the Company Without Cause. The Company At any time during the term of this Agreement, the Board may terminate Employeethe Executive’s employment at any time without for reasons other than death, Disability, or for Cause, effective by providing to the Executive a Notice of Termination, at least thirty (30) calendar days prior to the Effective Date of Termination. Such Notice of Termination shall be irrevocable absent express, mutual consent of the parties. Upon the Effective Date of Termination, following the expiration of the thirty (30) day notice period, the Company shall pay and provide to the Executive: (a) In consideration of the Executive signing a Severance Agreement stipulating a twelve (12) month non-compete and non-solicitation period and other mutually agreeable terms, the Executive shall receive continuing payments of Executive’s Base Salary for one year following the termination of Executive’s employment, payable at normal payroll intervals. subject to the Executive’s continuing compliance with the restrictive covenants contained herein and, if applicable, in said Severance Agreement; provided, however, that such Severance Pay shall immediately be reduced by the amount of salary received by the Employee during the Severance Period upon Employee’s receipt obtaining employment with another employer; (b) In consideration of written notice the Executive signing a Severance Agreement stipulating a twelve (12) month non-compete and non-solicitation period and other mutually agreeable terms, the Executive shall receive continuing payments equal to the Company’s contributions toward maintaining Executive’s enrollment in Company’s continuing employee benefits plans (excluding benefits under the executive death benefit plan, if any) substantially similar to those that the Executive was entitled to receive immediately prior to the Termination Date for a period of such termination. In twelve (12) months; additionally, the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to: (i) The Accrued Obligationsto any benefits to which the Executive is entitled under COBRA; (iic) Any An amount equal to the Executive’s accrued and unpaid Base Salary and accrued but unused vacation pay through the Effective Date of Termination; (d) A prorated Annual Bonus in respect to any completed Award, if payable, based on target performance of the Company, as determined by the Board consistent with other similarly situated Executive, through the Executive’s Effective Date of Termination. The prorated amount shall be determined as a function of the length of time within the fiscal year which that has ended elapsed prior to the date Executive’s Effective Date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeTermination; and (ve) ContinuationAll other benefits to which the Executive has a vested right at the time, during according to the Severance Term, provisions of the medical benefits provided to Employee governing plan or program. All unvested and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood outstanding stock options and agreed that (A) Employee restricted shares shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termbecome immediately vested if employee is terminated without cause. Notwithstanding the foregoing, all restrictions regarding the exercise and sale of vested options and restricted shares shall remain in-force. With the exception of the covenants contained in the Severance Term shall expireAgreement, the payments and benefits described in clauses Articles 11 (iiConfidentiality, Non-solicitation, Non-competition, and Non-disparagement), 12 (iiiProprietary Developments), 13 (ivExecutive’s Representations and Further Agreements), and 14 (vIndemnification) above herein (which shall immediately terminatesurvive such termination), the Company and the Company Executive thereafter shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Causeor by the Executive for Good Reason Prior to, effective upon Employee’s receipt of written notice of such terminationor More than 12 Months Following, a Change in Control. In If, prior to a Change in Control Date or more than 12 months following a Change in Control Date, either the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death for Disability or Disabilitydeath) or the Executive resigns for Good Reason (a “Non-Change in Control Termination”), Employee shall be entitled tothen, following the Date of Termination and subject to the conditions of Section 7 and in accordance with the payment terms set forth in Section 7: (ia) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect the Company shall, for a period of 12 months beginning on the Payment Commencement Date, continue to any completed fiscal year which has ended prior pay to the date of such terminationExecutive, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular customary payroll practices, it being agreed that each installment of her then current Base Salary payable hereunder as severance; (b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 12th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; (c) the Executive will receive a pro-rated Target Bonus for the fiscal year in which her Date of Termination occurs, calculated by multiplying the Target Bonus for such year by a fraction, the numerator of which is the number of days the Executive was employed by the Company in such year and the denominator of which is 365, paid in a lump sum on the Payment Commencement Date; (d) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be deemed accelerated in part so that the option shall become exercisable for an additional number of shares equal to 25% of the original number of shares of Common Stock subject to the option; and (e) unvested shares, or units, if any, with respect to each restricted stock or stock unit award held by the Executive shall become vested such that the number of unvested shares or units shall be a separate payment for purposes reduced by 25% of the original number of shares or units subject to such restricted stock or stock unit award; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code; and (v) Continuation. For the avoidance of doubt, during the Severance Term, equity acceleration upon a termination of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment Executive by the Company without CauseCause or by the Executive for Good Reason prior to, except as set forth or more than twelve months following, a Change in this Section 8(dControl provided for in Sections 6.2(d) and (e) shall be in lieu of, and not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with such a termination (a “Non-CIC Duplicative Acceleration Provision”), Employee shall have . The Executive agrees that any Non-CIC Duplicative Acceleration Provision is hereby deleted and of no further rights to any compensation force or any other benefits under this Agreementeffect.

Termination by the Company Without Cause. The Executive’s employment with the Company may terminate Employee’s employment be terminated 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 upon prior written notice. Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than due to death pay or Disability), Employee shall be entitled to: provide the Executive: (i) The the Accrued Obligations; Amounts; (ii) Any unpaid Annual Bonus the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the sum of (x) the Executive’s annual Base Salary (as in respect to any completed fiscal year which has ended prior to effect as of the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of ) plus (y) the Company; (iii) target Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid payable in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable approximately equal installments in accordance with the Company’s regular payroll practicespractices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, it being agreed however, that each no installment of Base Salary payable hereunder shall be deemed paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be a separate paid with the first installment paid to the Executive; (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) within 30 days following the Executive’s payment thereof, subject to Section 409A of 8.2 hereof; provided that the CodeExecutive is eligible and remains eligible for COBRA coverage; and and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 4.4(v) shall immediately cease; and (vvi) Continuation, during with respect to any outstanding stock option held by the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect Executive as of the date of termination that vests based solely on the passage of time, any such termination, it being understood stock options that would have become vested and agreed that (A) Employee shall exercisable if the Executive had continued to be required to pay that portion of employed with the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of Company during the 12 month period commencing on the date of Employee’s termination of employment with the Company, shall vest and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in become exercisable. In the event that Employee becomes the Executive is eligible to receive any such or similar the severance benefits while employed provided for by or providing service tothis Section 4.4, in any capacity, the Executive shall not be eligible to receive severance benefits under any other business Company plan, policy, or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementagreement.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event EmployeeIf Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)and Executive complies with Section 7(h) hereof, Employee Executive shall be entitled to: (i) The Accrued ObligationsRights; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior An amount equal to the date greater of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives (x) the sum of the CompanyExecutive’s Base Salary for the years remaining in his Term of Employment, or (y) the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (iii) Annual Bonus for Any unpaid amounts remaining under the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurredTransaction Cash Bonus; (iv) Continuation Fully accelerated vesting and immediate lapse of payment restrictions on the unvested portion of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; andany equity awards previously granted; (v) Continuation, during the Severance Term, Subject to Executive’s election of the medical benefits provided to Employee and his covered dependants COBRA continuation coverage under the Company’s group health plans in effect as of plan, the date of such termination, it being understood and agreed that (A) Employee Company shall be required to pay that portion of cover the premium cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as coverage monthly for the lesser of eighteen months following the date Date of Employee’s termination of employment with Termination or until the Company, and (B) notwithstanding the foregoing, the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to provide such continuation of benefits shall cover the premium cost will terminate prior to if the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any such obtain benefits under a subsequent employer’s benefit plan, and (vi) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or similar benefits while employed by (A) one year from the Date of Termination or providing service to, in any capacity, any other business or entity during (B) the Severance Termend of the Term of Employment. Notwithstanding the foregoing, the Severance Term shall expire, the The payments and benefits described in clauses (ii), (iiiiv), (iv), v) and (vvi) above shall immediately terminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee if Executive materially breaches any provision of Section 9 hereofthe Restrictive Covenants contained in Appendix B attached hereto. Following such termination the Date of Employee’s employment by the Company without CauseTermination of Executive pursuant to this Section 7(d), except as set forth in this Section 8(d)7(d) and Section 14, Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2 1⁄2) months following the last day of the fiscal year in which such termination occurred; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurredA Pro Rata Bonus; (iv) Continuation Payment of payment an amount equal to (x) one and one-half (1.5) (provided, such multiple shall be equal to two (2), if the date of such termination occurs within three (3) months prior to or twelve (12) months following the consummation of a Change in Control), multiplied by (y) the sum of Base Salary plus Target Annual Bonus, payable during the Severance Term, payable Term in equal installments in accordance with the Company’s regular payroll practices; (v) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, it being agreed on the first regularly scheduled payroll date of each month of the COBRA Continuation Period, the Company will pay Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that each installment the payments pursuant to this clause (v) shall cease earlier than the expiration of Base Salary payable hereunder the COBRA Continuation Period in the event that Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the COBRA Continuation Period. For purposes hereof, the “applicable percentage” shall be deemed the percentage of Executive’s health care premium costs covered by the Company as of the date of termination. Amounts paid by the Company on behalf of Executive pursuant to this clause (v) shall be a separate payment for purposes imputed to Executive as additional taxable income to the minimum extent as may be required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 409A 4980D of the Code, the Company shall no longer provide for payment of such medical and dental benefits to Executive (without otherwise limiting Executive’s rights to continuation coverage under applicable law at his personal expense); and (vvi) ContinuationIf the date of such termination occurs within twelve (12) months following the consummation of a Change in Control and any equity award previously granted to Executive and then-unvested and outstanding (including the Initial Stock Option Grant and the Initial Restricted Stock Unit Grant) is assumed or substituted in connection with such Change in Control, during the Severance Termany such equity award, of the medical benefits provided that is subject to Employee solely service-based vesting, shall become fully vested and his covered dependants under the Company’s health plans in effect non-forfeitable as of the date of such terminationtermination of Executive’s employment, it being understood and agreed that if any equity award (Aother than the Initial Stock Option Grant or the Initial Restricted Stock Unit Grant) Employee is not expressly assumed in a Change in Control, the treatment of the equity award in the Change in Control shall be required determined by the Compensation Committee consistent with other active senior executives; provided, that any such equity award that is subject to pay performance vesting requirements will be treated in all events in the same manner as equity awards subject to performance vesting held by other senior executives. Upon any such termination prior to a Change in Control, any then unvested equity awards held by Executive shall remain outstanding but will not vest, and will terminate and be forfeited without consideration on the three (3) month anniversary following such termination unless a Change in Control occurs during such three (3) month period; provided that portion if a Change in Control occurs during the three (3) month period, the unvested equity awards held by Executive shall become vested in accordance with the terms of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheckthis Section 8(d)(vi) as of the date of Employee’s though he had experienced such termination of employment with on the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide day immediately following such continuation of benefits shall terminate prior to the expiration of the Severance Term Change in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance TermControl. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), ) and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Restrictive Covenant Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. 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: (i) The Accrued Obligations;; and (ii) Any unpaid Annual Bonus STI Award in respect to of any completed fiscal year which that has ended prior to the date of such termination; and (iii) The target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time annual bonuses STI Awards are paid to other senior executives of the Company; (iii) Annual Bonus for , but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had which such termination not occurred;occurs; and (iv) Immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (v) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (vvi) Continuation, during the Severance Term, of the medical health benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such terminationplans, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoingforgoing, if such health benefits are provided to employees of the Severance Term shall expireCompany generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the payments and benefits described in clauses (iimeaning of Section 105(h) of the Code), (iiii) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), (iv)and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (vii) above on the last payroll date of each calendar month during which any health benefits are provided pursuant to this 0, Employee shall immediately terminatereceive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the Company shall have no further obligations inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee with respect thereto, is required to pay as a result of the inclusion of the Taxable Cost in the event that Employee breaches any provision of Section 9 hereofincome during such calendar month. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)0, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, effective upon Employee’s receipt of written notice of Cause and provided that such termination. In the event Employee’s employment is terminated by the Company without Cause termination constitutes a “separation from service” (other than due to death or Disabilityas defined under Treasury Regulation Section 1.409A-1(h) a “Separation from Service”), Employee then Executive shall be entitled to:to receive the Accrued Obligations (defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Accrued Obligationsan amount equal to Executive’s then current Base Salary for nine (9) months (the “Severance Period”), less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) Any an amount equal to the unpaid Annual bonus (if any) that Executive would have earned pursuant to the Bonus in Plan with respect to any Performance Period (as defined in the Bonus Plan) completed fiscal year which has ended prior to the termination date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives but for the employment requirement set forth in Section 6.3 of the Company;Bonus Plan; and (iii) Annual Bonus payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue coverage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the fiscal year continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code, or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such other date as requested by the Board); (iii) Executive returns all Company property in proper order and condition, reasonable wear and tear excepted, (including, but not limited to, all books, documents, papers, materials and any other property or assets relating to the business or affairs of the Company which may be in Executive's possession or under his control but excluding copies of records related to Executive’s compensation from the Company and any equity ownership in the Company); (iv) Executive complies with all post-termination obligations under this Agreement and the Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b(ii) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companystandard expense reimbursement policies, and (Biii) notwithstanding the foregoing, the Company’s obligation benefits owed to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term Executive under any qualified retirement plan or health and welfare benefit plan in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, which Executive was a participant in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, accordance with applicable law and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision provisions of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementplan.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee any Equity Grants made to Executive shall, to the extent not already vested, be deemed automatically vested, and Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of Continued payment of Base Salary during the applicable Severance Term, calculated in accordance with the provisions of the definition thereof, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (viii) ContinuationTo the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date during the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to the “applicable percentage” of the medical benefits provided to Employee and his covered dependants under monthly COBRA premium cost. For purposes hereof, the Company“applicable percentage” shall be the percentage of Executive’s health plans in effect care premium costs covered by the Company as of the date of such termination, it being understood and agreed that . Amounts paid by the Company directly to or on behalf of Executive pursuant to this clause (Aiii) Employee shall be imputed to the Executive as additional taxable income to the extent required to pay that portion avoid adverse consequences to Executive or the Company under either Section 105(h) of the cost Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide such medical and dental benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance TermExecutive. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), ) and (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Restrictive Covenant Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy for any claim of wrongful termination upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. 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 during the Term by the Company without Cause (other than due to death or Disability) and subject to the terms of Section 8(h), Employee shall be entitled to: (i) The Accrued Obligations;; and (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which termination with such amount shall be paid at determined based on actual performance during such time annual bonuses are paid to other senior executives of fiscal year as determined by the Company;Compensation Committee; and (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a A lump sum at cash payment equal to twelve (12) months the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;Employee’s Base Salary; and (iv) Continuation A lump sum cash payment equal to twelve (12) times the “applicable percentage” of payment of Base Salary during the Severance Termmonthly COBRA premium cost applicable to Employee if Employee (or his dependents) were to elect COBRA coverage, payable or similar coverage as provided by similar state law, in accordance connection with such termination, (for purposes hereof, the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder “applicable percentage” shall be deemed to be a separate payment for purposes the percentage of Section 409A Employee’s health care premium costs covered by the Company as of the Codedate of termination); and (v) ContinuationImmediate vesting of any and all equity or equity-related awards previously awarded to the Employee, during the Severance Term, irrespective of the medical benefits provided type of award. Any amounts payable to Employee and his covered dependants under the Company’s health plans in effect as clause (i), (ii), or (iii) of the date of such termination, it being understood and agreed that (Athis Section 8(d) Employee shall be required to pay that portion of paid in lump sum on the cost of such medical benefits as Employee was required to pay sixtieth (including through customary deductions from Employee’s paycheck60th) as of day following the date of Employee’s termination of employment with the Companyemployment, and (Bsubject to Section 8(h) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthis Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt delivery to Executive of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; (iii) Annual Bonus for the fiscal year of termination, An amount equal to the extent applicable performance conditions are achieved for such fiscal yearsum of (A) Base Salary, plus (B) the Target Annual Bonus, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary substantially equal payments during the Severance Term, and payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (viv) ContinuationSubject 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 medical benefits provided to Employee difference between the monthly COBRA premium cost and his covered dependants under the Company’s health plans monthly contribution paid by active employees for the same coverage; provided, that the payments described in effect as of the date of such termination, it being understood and agreed that (A) Employee this clause shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any such health benefits as a result of subsequent employment or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), and (iv), and (v) above of this Section 7(e) shall immediately terminateterminate and be forfeited by Executive, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive materially breaches any provision of set forth in Section 9 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(e), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time employment, without CauseCause as defined in Sections 5(a), effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by in which case the Company without Cause (other than due to death or Disability)shall pay the Executive the following, Employee shall be entitled toless withholdings required by law: (i) The Accrued Obligationsall accrued but unpaid Base Salary to the Termination Date; (ii) Any all accrued but unpaid Annual Bonus in respect to any completed fiscal year which has ended prior vacation pay to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the CompanyTermination Date; (iii) Annual Bonus payment equal to the previous two (2) years’ bonuses paid to the Executive, plus a prorated portion of any bonus for the fiscal year of terminationthe Executive’s termination in an amount as provided under the applicable bonus plan of the Company, assuming a payment at the highest level of participation of the Target Percentage. If a bonus payment was not paid to the extent applicable performance conditions are achieved Executive in any of those previous two (2) years, this amount will be calculated on the assumption that the bonus paid for such fiscal year, such amount to be any unpaid year was paid in a lump sum at full based upon the same time Executive’s participation level in the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurredapplicable bonus plan; (iv) Continuation of payment a severance amount equal to 24 months of Base Salary during Salary; (v) if the Severance TermExecutive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), payable the Company shall reimburse the Executive for the monthly premiums associated with continuation of the Executive and his dependents’ insurance coverage. Such reimbursement shall be paid to the Executive on the 3rd day of the month immediately following the month in accordance which the Executive timely remits the premium payment (with the first such payment to be made on the first such date after the 52nd day following the Termination Date and shall include all amounts owed and due to be paid to the Executive but not paid due to such delay). The Executive shall be eligible to receive such reimbursement until the earliest of (x) the 18 month anniversary of the Termination Date; (y) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer; and (vi) notwithstanding any provision of any outstanding equity award agreement that might otherwise be to the contrary, immediate acceleration of all unvested equity awards granted under the Equity Incentive Plan or any other equity incentive plan or long-term incentive plan of the Company’s regular payroll practices, it being agreed such that each installment all outstanding unvested equity awards which have not already vested, shall immediately vest as of Base Salary payable hereunder the Termination Date. Prior to, and as a condition to, receiving the payments in this Section 5(d) (other than payments pursuant to Sections 5(d)(i) and (ii)), the Executive agrees to execute a full and final release in favor of the Company, in a form satisfactory to the Company not later than fifty-two (52) days following the Termination Date. The above amounts will be paid in a single lump sum not later than fifty-two (52) days after the Termination Date subject to the fulfillment of the provision of a full and final release no later than the end of such 52-day period; provided that the payments contemplated by Section 5(d)(v) shall be reimbursed as set forth in Section 5(d)(v). The above amounts shall not be subject to the requirement of mitigation, nor reduced by any actual mitigation by the Executive. The right to receive any of the above payments shall be forfeited if the required full and final release has not been received before the end of the 52-day period; provided, however, if such 52-day period begins in one taxable year and ends in a second taxable year, the payment date shall be deemed to be a separate payment for purposes the later of Section 409A of (i) the Code; and first business day in the year following the year in which the Executive’s “separation from service” occurs or (vii) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date last day of such termination, it being understood and agreed 52-day period. The payments referred to in Section 5(d) are inclusive of any termination and/or severance payments that (A) Employee shall may be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable law.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Permanent Disability)) during the Term of Employment, Employee Executive shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance TermThe Severance, payable in ratable installments in accordance with the Company’s regular payroll practicespractices during the Severance Term; (iii) The Annual Bonus, it being agreed that each installment to the extent earned and pro-rated for any fractional years, payable in accordance with Section 4(b); (iv) To the extent permissible under the Company’s group health plan and subject to (A) Executive’s timely election of Base Salary payable hereunder shall be deemed continuation coverage under COBRA and continued COBRA eligibility and (B) Executive’s continued copayment of premiums at the same level and cost to be a separate payment Executive as if Executive were an employee of the Company (excluding, for purposes of Section 409A calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continuation, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term, with Executive being required to inform the Company within one (1) week of becoming eligible for group medical coverage from another employer), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the CodeCompany; and (v) Continuation, during Accelerated vesting of any outstanding equity awards which were scheduled to vest within the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the following one (1) year after such date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of EmployeeExecutive’s termination without Cause, with any unvested performance-based awards deemed achieved at the greater of employment with the Company, actual and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereoftarget performance. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment without Cause shall be receipt of the amounts and benefits set forth in clauses (i) through (v) of Section 8(d) hereof.

Termination by the Company Without Cause. 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: (i) The Accrued Obligations;; and (ii) Any unpaid Annual Bonus STI Award in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;; and (iii) Annual Bonus A lump-sum cash payment equal to two (2) times the target STI Award for the fiscal year of terminationin which termination occurs, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;and (iv) Continuation A lump-sum payment equal to one (1) year of payment of Employee’s Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the CodeSalary; and (v) ContinuationIf Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then during the Severance Termperiod that Executive is entitled to such coverage under COBRA (the “Welfare Benefits Continuation Period”), the Company shall pay the excess of (i) the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date COBRA cost of such terminationcoverage over (ii) the amount that Executive would have had to pay for such coverage if he had remained employed during the Welfare Benefits Continuation Period and paid the active employee rate for such coverage, it being understood and agreed provided, however, that (A) Employee shall be required that if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), the Company’s obligation to pay that any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA. Notwithstanding the forgoing, if Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (i) such medical continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on Employee’s behalf) an amount equal to such taxes as Employee was is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month; and (including through customary deductions from vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee’s paycheck, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) as or (iv) of this Section 8(d) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment with the Companyemployment, and (Bsubject to Section 8(i) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthis Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without CauseIf, effective upon Employee’s receipt of written notice of such termination. In prior to the event EmployeeExpiration Date, the Executive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 5(a)(iv), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to then the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives obligations of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required Company to pay that portion of or provide the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment Executive with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments compensation and benefits described in clauses (ii), (iii), (iv), and (v) above under Section 4 shall immediately terminatecease, and the Company shall have no further obligations to Employee provide compensation or benefits to the Executive (or his estate, as applicable) hereunder except for the following: (i) the Accrued Obligations (payable at the time provided for in Section 6(a)); (ii) subject to Section 7, a cash severance payment equal to (A) if the Termination Date is prior to March 22, 2015, two (2) times Base Salary (as in effect on the Termination Date), payable in twenty-four (24) substantially equal monthly installments consistent with respect theretothe Company’s payroll practices; or (B) if the Termination Date is on or after March 22, 2015 (but, for the avoidance of doubt, prior to the Expiration Date), continuation of Base Salary (as in effect on the Termination Date) through the longer of (x) the remainder of the Term and (y) the sixth month anniversary of the Termination Date, consistent with the Company’s payroll practices; (iii) subject to Section 7, the Pro-Rata Bonus; and (iv) subject to Section 7 and subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under COBRA, the reimbursement of the monthly premium payable to continue the Executive’s and/or his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and/or the Executive’s eligible dependents) for a period of eighteen (18) months, provided that Employee breaches any provision the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of Section 9 hereof. Following such termination of Employee’s employment coverage by the Company without Causeshall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, except the Company paid premiums shall be treated as set forth in this taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement105(h) of the Code.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment under this Agreement without Cause at any time without Causewith ninety (90) calendar days’ prior written notice. However, effective upon Employee’s receipt of written notice of such termination. In in the event Employeeof Executive’s employment is terminated Separation from Service (as defined in Section 9(a) below) as a result of Executive’s termination by the Company without Cause (other than due at any time during the Term, then, subject to death or Disability)the provisions of Section 9 below, Employee shall be entitled tothe Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (i) The Accrued Obligations;(A) if such termination occurs during the Initial Term, an amount equal to one and one half (1.5) times Executive’s then-prevailing Base Salary, and (B) if such termination occurs after the Initial Term, an amount equal to one (1) times Executive’s then-prevailing Base Salary; plus (ii) Any unpaid Annual Bonus (A) if such termination occurs during the Initial Term, eighteen months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (iii) if Executive holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards with respect to any completed fiscal year which has ended the securities of the Company) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of such termination, then the Company shall cause all such outstanding and unvested long-term incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Executive shall have three (3) months from the date of termination to exercise any incentive stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which amount they were granted and any applicable agreements between the Company and Executive. The amounts described in paragraph (i) shall be paid at such time annual bonuses are paid in two equal lump sum installments, subject to other senior executives of applicable tax withholding, with the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount first installment to be paid in a lump sum at made within sixty (60) days following the same time date of Executive’s Separation from Service and the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each second installment of Base Salary payable hereunder shall be deemed to be a separate payment for made on the first anniversary of Executive’s Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code; ”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and , accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (v55th) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of day following the date of such terminationExecutive’s Separation from Service, it being understood Executive has executed an effective waiver and agreed that release of claims agreement (Athe “Release”) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, in form and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior substance acceptable to the expiration of the Severance Term in the event that Employee becomes eligible to receive Company and any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable revocation period has expired.

Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment services hereunder without Cause at any time without Cause, effective upon Employee’s receipt of written notice of to the Executive. In such terminationevent, the Executive’s employment hereunder shall terminate on the effective date specified in the notice. In the event Employeethe Executive’s employment is services hereunder are terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as Exhibit A, the Company shall: (i) pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus two (2) times his Performance Bonus target for the year in which such termination occurs, and (ii) to the extent permitted by the Company’s benefit plans, provide the benefits set forth in Section 3(e) then provided to the Executive for a period of 24 months following the Executive’s termination pursuant to this Section 4(e), provided that, to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive, within thirty (30) days after the discontinuation of any such benefit(s), a lump sum payment of reasonably equivalent value to the discontinued benefit(s). The entire amount payable under subsection (i) above shall be paid to the Executive in one lump sum payment within thirty (30) days after the effective date of termination. In addition, the Executive shall be deemed fully vested, as of the effective date of such termination, in all accrued benefits under all retirement plans (excluding any stock option plans) for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to the Company. Further, the Company shall reimburse the Executive for any amounts then due pursuant to Section 3(d) and shall pay the Executive’s Performance Bonus for the year preceding the year in which the Executive’s termination occurs if then due and owing, and the Executive shall have 60 days from the date of delivery of such termination notice to exercise any vested and exercisable options under the Company Stock Option Plan then in effect. The Executive shall be entitled, at his election and his sole cost and expense, to receive benefits provided pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination date Executive’s benefits as set forth in this Section 8(d)the preceding sentence. The Executive and his beneficiaries, Employee shall have be entitled to no further rights to any other compensation or any other benefits under this AgreementAgreement following, or as a result of, a termination under these circumstances.

Termination by the Company Without Cause. The If the Company may terminate terminates Employee’s employment at any time without Causeother than for Cause pursuant to Paragraph 6, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause shall pay or provide the Employee, within thirty (other than due to death or Disability)30) days of the date of termination, Employee shall be entitled to: with: (i) The Accrued Obligations; (ii) Any any unpaid Annual Bonus in respect to any completed fiscal year which has ended salary earned under this Agreement prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid ; (ii) any accrued but unused PTO days prior to other senior executives the date of the Company; termination; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(bany unpaid compensation due under Paragraph 4 (b) above had such termination not occurred; herein; and (iv) Continuation any unpaid expense reimbursement owed to him for periods through the date of termination; (collectively, the “Accrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following: a) The Company shall provide Employee twelve (12) months of continued payment of Base Salary base salary on a bi-weekly basis. If Employee timely elects continued coverage under COBRA, the Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) twelve (12) months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the Severance TermCOBRA Premium Period, payable Employee must immediately notify Company of such event. To be eligible for the severance payment provided for in accordance with this Section 7, Employee must have executed and not revoked a full and complete general release of any and all claims against the Company’s regular payroll practicesCompany and related persons and entities in the standard form then used by the Company (“Release”), it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and within sixty (v60) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as days of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion . Upon making all of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the applicable severance payments and benefits described in clauses (ii)benefits, (iii)except with respect to any outstanding equity compensation agreements, (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches under this Agreement or any provision of Section 9 hereof. Following such termination other agreement relating to or arising out of Employee’s employment by status as an employee of the Company without Cause(as opposed to some other status with respect to the Company, except such as set forth in this Section 8(da shareholder or holder of a stock option), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In No compensation or other benefits shall be payable to or accrue to Executive in the event Employee’s employment is terminated by the Company of her termination without Cause (other than due to death or Disability), Employee shall be entitled tocause except as follows: (ia) The Accrued all Earned Obligations; (iib) Any unpaid Annual Bonus Subject to receipt by the Company of a binding and irrevocable release of claims and separation agreement prepared by the Company (the “Release”), executed by the Executive and delivered to the Company within thirty (30) days of the date that the Company presents the Release to the Executive, the Executive shall be eligible to receive: (1) continuation of Base Salary for a period of twelve (12) months (the “Severance Period”), payable in respect to any completed fiscal year which has ended such manner and at such times as Executive’s Base Salary was being paid immediately prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii2) Annual Bonus if the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible), an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had Executive continued coverage as an employee under the Company’s applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of termination, to employment occurs (prorated for the extent applicable performance conditions are achieved for period of active employment during such fiscal year). All such amounts, such amount to if any, will be paid in a lump sum at the same time as other incentive compensation plan payments for the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such year in which the termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeoccurs are paid; and (vc) Continuation, during the Severance Term, payments or benefits under other plans of the medical Company to the extent that the plans provide for benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s following a termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termemployment. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (vSection 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Section 9 hereof. Following such termination Sections 4 or 5 of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without “Cause” (as defined in Section 6.2(b) below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.3 and 6.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 6.1. (b) If the Company terminates Executive’s employment at any time without Cause, effective upon Employee’s receipt of written notice of Cause and provided that such termination. In the event Employee’s employment is terminated by the Company without Cause termination constitutes a “separation from service” (other than due to death or Disabilityas defined under Treasury Regulation Section 1.409A-1(h) a “Separation from Service”), Employee then Executive shall be entitled to:to receive the Accrued Obligations (defined below) and, subject to Executive’s compliance with the obligations in Section 6.1(c) below, then Executive shall also be entitled to receive (collectively, the “Severance Benefits”): (i) The Accrued Obligations;an amount equal to Executive’s then current Base Salary for six (6) months (the “Severance Period”), less all applicable withholdings and deductions, paid in equal installments beginning on the Company’s first regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.1(c) below), with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; and (ii) Any unpaid Annual Bonus payment of the employer portion of the premiums required to continue Executive’s group health care coverage under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Executive timely elects to continue overage under COBRA, until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in respect connection with new employment (such period from the termination date through the earliest of (A), (B) or (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines in its sole discretion that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period, regardless of whether Executive elects COBRA coverage (the “Special Severance Payment”). Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Payment Period, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. (c) Executive will be paid all of the Accrued Obligations on the Company’s first payroll date after Executive’s date of termination from employment or earlier if required by law. Executive shall receive the Severance Benefits pursuant to Section 6.1(b) of this Agreement if: (i) Executive signs and delivers to the Company an effective, general release of claims in favor of the Company and its affiliates and representatives, in a form acceptable to the Company (the “Release”), by the 60th day following the termination date or such earlier date as set forth in the Release, which cannot be revoked in whole or part (if applicable) by such date or such earlier date as set forth in the Release (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if Executive holds any completed fiscal year which has ended prior other positions with the Company, Executive resigns such position(s) to be effective no later than the date of Executive’s termination date (or such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of date as requested by the Company; Board); (iii) Annual Bonus for Executive returns all Company property; (iv) Executive complies with all post-termination obligations under this Agreement and the fiscal year Confidential Information Agreement; and (v) Executive complies with the terms of the Release, including without limitation any non-disparagement and confidentiality provisions contained in the Release. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of Severance Benefits will not be made or begin until the later calendar year. (d) For purposes of this Agreement, “Accrued Obligations” are (i) Executive’s accrued but unpaid salary through the date of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b(ii) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, any unreimbursed business expenses incurred by Executive payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companystandard expense reimbursement policies, and (Biii) notwithstanding benefits owed to Executive under any qualified retirement plan or health and welfare benefit plan in which Executive was a participant in accordance with applicable law and the foregoingprovisions of such plan. (e) The Severance Benefits provided to Executive pursuant to this Section 6.1 is in lieu of, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term and not in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service addition to, in any capacitybenefits to which Executive may otherwise be entitled under any Company severance plan, any other business policy or entity during program. (f) Any damages caused by the Severance Term. Notwithstanding the foregoingtermination of Executive’s employment without Cause would be difficult to ascertain; therefore, the Severance Term shall expireBenefits for which Executive is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Parties as liquidated damages, the payments and benefits described in clauses (ii), (iii), (iv)to serve as full compensation, and (v) above 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 Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementnot a penalty.

Termination by the Company Without Cause. The Company may terminate Employee’s employment may be terminated 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. If the Company terminates Employee’s employment without Cause (and other than due to as a result of her death or Disability) and such termination constitutes a “separation from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition of “termination of employment” thereunder) (a “Termination Without Cause”), then the Company shall provide the following severance benefits to Employee as her sole severance benefits, provided that Employee’s entitlement to such severance benefits shall be entitled toconditioned upon Employee’s execution and delivery to the Company of (i) an effective general release of all known and unknown claims in a form acceptable to the Company by the Release Deadline, and (ii) a prompt resignation from all of Employee’s positions with the Company; provided, further, if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.3: (ia) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date Continuation of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus Employee’s then-current base salary for the fiscal year of terminationApplicable Period (such amounts, to the extent applicable performance conditions are achieved for “Severance Payments”); provided, however, that no such fiscal yearpayments will be made until the 60th day following the termination date, and on such amount to date, Employee will be paid paid, in a lump sum at sum, the same time the Annual Bonus cash severance she would otherwise have been paid pursuant to Section 4(b) above had such the payments commenced on her termination not occurred; (iv) Continuation date, with the balance of payment of Base Salary during the Severance Term, payable in accordance with continued salary paid thereafter on the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of pay dates during the CodeApplicable Period; and (vb) Continuationprovided that Employee timely elects continued group health insurance coverage through federal COBRA law or applicable state law, Employee shall be reimbursed by the Company for the costs of her COBRA premiums during the Severance TermPeriod to the extent her COBRA premiums exceed the costs previously paid by Employee while employed by the Company for her group health insurance coverage, provided, however, that Employee’s reimbursement for her COBRA premiums shall cease at such time as Employee is eligible for group health insurance coverage with a subsequent employer (the “COBRA Payments”); and (c) If the termination occurs at any time within twelve (12) months after the consummation date of an Acquisition or an Asset Transfer (both as defined in Section 5.5), the Restricted Stock shall be subject to accelerated vesting, effective as of the medical benefits provided termination date, equal to Employee and his covered dependants under the number of shares that would have been released from the Company’s health plans Repurchase Option (as defined in effect as of the Restricted Stock Purchase Agreement between Employee and Ruckus Wireless, Inc. (formerly Video54 Technologies, Inc.) dated August 17, 2005) if Employee had remained employed with the Company for two (2) years after the date of such termination, it being understood and agreed that termination (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii“Two Year Option Acceleration”), (iii), (iv), and (v) above 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 Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without CauseIf, effective upon Employee’s receipt of written notice of such termination. In prior to the event EmployeeExpiration Date, the Executive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 5(a)(iv), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to then the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives obligations of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required Company to pay that portion of or provide the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment Executive with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments compensation and benefits described in clauses (ii), (iii), (iv), and (v) above under Section 4 shall immediately terminatecease, and the Company shall have no further obligations to Employee provide compensation or benefits to the Executive (or his estate, as applicable) hereunder except for the following: (i) the Accrued Obligations (payable at the time provided for in Section 6(a)); (ii) subject to Section 7, a cash severance payment equal to (A) if the Termination Date is prior to March 22, 2015, four (4) times Base Salary (as in effect on the Termination Date), payable in twenty-four (24) substantially equal monthly installments consistent with respect theretothe Company’s payroll practices; or (B) if the Termination Date is on or after March 22, 2015 (but, for the avoidance of doubt, prior to the Expiration Date), continuation of an amount equal to two (2) times Base Salary (as in effect on the Termination Date) through the longer of (x) the remainder of the Term and (y) the sixth month anniversary of the Termination Date, consistent with the Company’s payroll practices; (iii) subject to Section 7, the Pro-Rata Bonus; and (iv) subject to Section 7 and subject to the Executive’s or, in the event of his death, his eligible dependents’ timely election of continuation coverage under COBRA, the reimbursement of the monthly premium payable to continue the Executive’s and/or his eligible dependents’ participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and/or the Executive’s eligible dependents) for a period of eighteen (18) months, provided that Employee breaches any provision the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of Section 9 hereof. Following such termination of Employee’s employment coverage by the Company without Causeshall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, except the Company paid premiums shall be treated as set forth in this taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement105(h) of the Code.

Termination by the Company Without Cause. 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 that Executive's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toExecutive: (i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any unpaid Annual Bonus benefits to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements. (iii) An amount equal to two times (2x) Base Salary payable in twenty four equal payments (24). (iv) The Company at its expense will continue for Executive and Executive's spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, in which Executive was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, which amount until the earliest to occur of (A) one (1) year after the date of termination; (B) Executive's death (provided that benefits payable to Executive's beneficiaries shall be paid at not terminate upon Executive's death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes covered by a comparable benefit by a subsequent employer. In the event that Executive's continued participation in any such time annual bonuses are paid to other senior executives plan, program, or arrangement of the Company; (iii) Annual Bonus for Company is prohibited, the fiscal year of terminationCompany will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, to the extent applicable performance conditions are achieved program, or arrangement, for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; andperiod. (v) ContinuationExcept to the extent prohibited by law, during the Severance TermExecutive will be 100% vested in all benefits, of the medical benefits provided to Employee awards, and his covered dependants under the Company’s health plans in effect grants accrued but unpaid as of the date of such terminationtermination under any pension plan, it being understood profit sharing plan, supplemental and/or incentive compensation plans, and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee stock option plans in which Executive was required to pay (including through customary deductions from Employee’s paycheck) a participant as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termtermination. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company Executive shall have no further obligations up to Employee with respect thereto, in one hundred eighty (180) days from the event that Employee breaches any provision date of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementexercise stock options.

Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company may may, by delivering 30 days prior written notice to Employee, terminate Employee’s 's employment at any time without Causecause, effective upon Employee’s receipt of and the Employee may, by delivering 30 days prior written notice of to the Company, terminate Employee's employment for "Good Reason," as defined below. If such termination. In the event Employee’s employment is terminated by the Company termination without Cause (other than due to death cause or Disability)for Good Reason occurs, Employee shall be entitled to: to receive a lump-sum payment equal to the sum of (a) two times the sum of (i) The Accrued Obligations; his Base Salary at the then current rate and (ii) Any the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the termination occurs and (b) if termination occurs in the fourth quarter of a calendar year, the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the termination occurs prorated daily based on the number of days from the beginning of the calendar year in which the termination occurs to and including the date of termination. Employee shall also receive all earned but unpaid Annual Bonus in respect to any completed fiscal bonuses for the year which has ended prior to the date year in which the termination occurs and shall receive (i) for a period of such terminationtwo years following termination of employment, continuing coverage and benefits comparable to all life, health and disability insurance plans which the Company from time to time makes available to its management executives and their families, (ii) a lump-sum payment equal to two times the stipulated flexible perquisites amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv2(d), and (viii) above shall immediately terminatetwo years additional service credit under the current non-qualified supplemental pension plans, and or successors thereto, of the Company applicable to the Employee on the date of termination. All unvested stock options held by Employee on the date of the termination shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment become immediately vested and all restrictions on restricted stock then held by the Company without Cause, except as set forth in Employee shall terminate. For purposes of this Section 8(d)5 and Section 8, Employee the provisions of such sections shall have no further rights not apply to any compensation or any other benefits awards under this Agreementthe 1998 Performance Incentive Compensation Plan.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 4(d), Employee shall be entitled to: then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) The Accrued Obligations; the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), (ii) Any unpaid Annual Bonus the Executive signs a general release of claims in respect to any completed fiscal year which has ended prior a form and manner satisfactory to the date Company (the “Release”) within 21 days of the receipt of the Release and does not revoke such terminationRelease during the seven-day revocation period, which and (iii) the Executive complies with the Employee Patent, Confidential Information and Non-Compete Agreement dated October 24, 2008 between the Executive and the Company (the “Confidentiality Agreement”), (A) The Company shall pay the Executive an amount equal to the sum of 1.0 times the Executive’s Base Salary. Such amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later. (B) As of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination. (C) Subject to the Executive’s copayment of premium amounts at the same time active employees’ rate, the Annual Bonus would otherwise have been paid pursuant Executive may continue to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable participate in accordance with the Company’s regular payroll practicesgroup health, it being agreed that each installment dental, vision and life insurance program for twelve (12) months following the Date of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminateTermination , and the Company shall have no further obligations provide continuation of health benefits after this 12-month period pursuant to Employee with respect theretothe Consolidated Omnibus Budget Reconciliation Act of 1985, in as amended (“COBRA”), such benefits to be determined as though the event that Employee breaches any provision of Section 9 hereof. Following such termination of EmployeeExecutive’s employment by had terminated at the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementend of such 12-month period.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may terminate Employeeprovide thirty (30) days’ pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to the payment of (i) unpaid Base Salary plus any accrued but unpaid benefits accrued up to the effective upon Employeedate of termination; (ii) a portion of any unpaid bonus earned in accordance with the then applicable bonus plan or program for the year in which the termination occurs, based on the Company’s actual year-to-date performance compared to the year-to-date approved operating plan for the relevant bonus targets (if determinable - or if not determinable, then based on assumed achievement of applicable performance goals at the “target” level), each measured as of the date of termination, prorated using a fraction, the numerator of which is the number of days Executive is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (iii) if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iv) severance in an amount equal to Executive’s then current Base Salary for a period of eighteen (18) months; and (v) if Executive is eligible for and timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) eighteen (18). Executive’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 Executive and the Company. As a condition to his receipt of written notice the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 hereof, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (i) of the third sentence of this paragraph shall be paid within sixty (60) calendar days after the date of termination of Executive’s employment, and the severance benefits described in clauses (ii) and (iii) of the third sentence of this paragraph shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to commence within ninety (90) days after the date of termination of Executive’s employment, provided that, in each case, the Company has received the signed general release of claims agreement and Executive has not rescinded such terminationagreement within the rescission period set forth in such agreement. In Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event EmployeeExecutive shall subsequently receive income from providing Executive’s services to any person or entity, including self-employment income, or otherwise, then 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 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause (other than due to death upon or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal within one year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum Change of Control at the same any time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect Term as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 7 hereof. Following In such termination of Employee’s employment by the Company without Causecase, except as set forth in this Section 8(d), Employee 7 hereof shall have no further rights to any compensation or any other benefits under this Agreementcontrol.

Termination by the Company Without Cause. The If the Company may terminate terminates the 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 toto receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of: (i) The all Accrued Obligations;Obligations (as defined below); plus (ii) Any unpaid Annual at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus in respect to any completed fiscal year which has ended prior to the date of such termination(as defined below), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;if any; plus (iii) Annual Bonus for severance pay equal to six (6) months of the fiscal year Employee’s base salary as of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation Date of payment of Base Salary during the Severance Term, Termination payable in accordance with the Company’s regular payroll practicespay schedule; plus (iv) Six (6) months of continued health and welfare benefit plan coverage following the Date of Termination at active employee levels, it being agreed if and to the extent the Employee was participating in any such plans on the Date of Termination and timely elects continuation coverage, provided that each installment the Employee remits monthly premiums for the full cost of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany health benefits; andplus (v) Continuation, a cash payment each month during the Severance Term, six (6)-month period following the Date of Termination equal to the full monthly premium for the medical and health benefits provided to Employee and his covered dependants under described in clause (iv) above minus the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the active employee cost of such medical benefits as coverage; provided that in lieu of such payments the Company may impute taxable income to the Employee was in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus (vi) with respect to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, non-vested equity and (B) notwithstanding the foregoingnon-equity awards, the Company’s obligation to provide applicable plans and award agreements will govern vesting, exercise periods and payments due under such continuation applicable plans and award agreements; plus (vii) three (3) months of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed executive-level career transition assistance services by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment a firm selected by the Company without Cause, except as set forth in this Section 8(d), (including an aggregate cost) with such assistance being commenced by the Employee shall have no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event Employee’s employment Employment Period is terminated by the Company without Cause (other than due to death or Disability)Cause, Employee then Executive shall be entitled toto receive: (i) The Accrued ObligationsExecutive’s earned and unpaid Base Salary through the Termination Date; (ii) Any unpaid Annual Bonus an amount equal to twelve (12) months of Executive’s then current Base Salary (but not as an employee), as a special severance payment, payable pro rata over the twelve (12)‑month period following the Termination Date (such period, the “Severance Period”) in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of regular installments in accordance with the Company’s general payroll practices as in effect on the Termination Date, but in no event less frequently than monthly; (iii) any Annual Performance Bonus for which the fiscal year performance period has been completed and an Annual Performance Bonus has been earned but not yet paid as of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum Termination Date (payable at the same time the such Annual Performance Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;3(c)); and (iv) Continuation reimbursement of payment of Base Salary COBRA premiums for Executive and his eligible dependents each month during the Severance TermPeriod (provided that Executive and his eligible dependents remain eligible for continuation coverage under COBRA); provided that, payable in accordance with the Companyevent you become covered under another employer’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed group health plan or otherwise cease to be a separate payment eligible for purposes of Section 409A of the Code; and (v) Continuation, COBRA during the Severance TermPeriod, of you must immediately notify the medical benefits provided to Employee and his covered dependants under the Company’s health plans Company in effect as of the date writing of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termevent. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits on a pre-tax basis without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act or Section 105(h) of the Code), then such payments shall be paid as taxable payments and, in the Company’s discretion, may be payable without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the Severance Term Period. Notwithstanding the foregoing, Executive shall expire, the not be entitled to receive any payments and benefits described in clauses (iipursuant to Section 4(b)(ii), Section 4(b)(iii) or Section 4(b)(iv) (iii), and Executive shall forfeit all rights to such payments) unless Executive has executed and delivered to the Company a general release substantially in form and substance as attached hereto as Exhibit A (ivthe “General Release”), and such General Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (v60) above shall immediately terminatedays of the date of termination, and Executive shall be entitled to receive such payments only so long as Executive has not breached any of the provisions of the General Release or Sections 5, 6 and 7 hereof (a “Fundamental Breach”); provided, that, Executive will have ten (10) days after receiving written notice from the Company shall have of a Fundamental Breach in which to cure such Fundamental Breach (to the extent capable of cure, as determined by the Board in good faith). If the General Release is executed and delivered and no further obligations longer subject to Employee with respect thereto, revocation as provided in the event preceding sentence, then the following shall apply: (A) To the extent any such cash payment to be provided within sixty (60) days of the date of termination is not “deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that Employee breaches any provision otherwise would have been due prior to the Release Effective Date under the terms of Section 9 hereof. Following this Agreement applied as though such payments commenced immediately upon Executive’s termination of Employeeemployment, and any payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s termination of employment. (B) To the extent any such cash payment to be provided within sixty (60) days of the date of termination is “deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment by shall continue as provided herein. The delayed payments shall in any event expire at the Company without Causetime such payments would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, except as set forth in this if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 8(d409A(a)(2)(B), Employee then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have no further rights been payable in a single sum or in installments in the absence of such delay) shall be paid to any compensation or any other benefits Executive in a lump sum, and all remaining payments due under this AgreementAgreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would have otherwise been paid to other senior executives of the CompanyEmployee had no such termination occurred; (iii) An amount equal to 75% (or if such termination occurs within one year following a Change in Control, 150%) of the sum of Employee’s then-current Base Salary and Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year of termination, to in which such termination occurs and (B) the extent applicable performance conditions are achieved actual Annual Bonus for the fiscal year in which such fiscal yeartermination occurs), such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during substantially equal installments over the Severance Term, payable in accordance with the Company’s then-regular payroll practices; (iv) Upon the expiration of the Severance Term, it being agreed that each installment and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% (or if such termination occurs within one year following a Change in Control, 50%) of the sum of Employee’s then-current Base Salary payable hereunder shall be deemed to be a separate payment and Annual Bonus (determined using the greater of (A) the target Annual Bonus for purposes of Section 409A of the Code; andfiscal year in which such termination occurs and (B) the actual Annual Bonus for the fiscal year in which such termination occurs); (v) ContinuationA pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, during the Severance Term, such amount to be paid within five (5) business days of such termination; (vi) Continuation of the medical health benefits provided to Employee and his covered dependants under the Company’s Company health plans in effect as of the date of such termination at the same cost applicable to active employees until the earlier of (A) the expiration of the Severance Term and (B) the date Employee commences employment with any Person; and (vii) (A) Vesting, as of the date of such termination, it being understood of all Awards, other than Awards consisting of restricted stock that vest based on both continued service and agreed that (A) Employee the attainment of performance goals, which shall no longer be required subject to pay that portion service-based vesting conditions, shall remain outstanding through the last day of the cost applicable performance periods, without regard for any termination of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as employment prior to such date, and shall vest on a pro rata basis based on the number of days elapsed from the commencement of the applicable performance period through and including the date of Employee’s termination such termination, if at all, based on the level of employment with actual attainment of performance goals at such time or times as would have been the Companycase had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods, and (B) notwithstanding any Awards that are stock options shall remain outstanding until the foregoingearliest of (x) exercise, the Company’s obligation to provide such continuation of benefits shall terminate prior to (y) the expiration of the Severance Term in original term, and (z) the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during six-month anniversary of the Severance Termdate of termination. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), ) through (iii), (iv), and (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. ------------------------- (a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to: (i) The Accrued Obligations; the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for his COBRA premiums with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives termination of the Company; Executive's employment; and (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company. (b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from the Company's Los Gatos, California facility, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) and Executive complies with Section 7(g) hereof, Employee Executive shall be entitled to: (i) The Accrued ObligationsRights; (ii) Any unpaid An amount equal to 2.99 multiplied by the sum of (x) Base Salary and (y) the Target Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal yearBonus, such amount to be paid in a lump sum at as provided under (g) or such later date as Section 13 may provide; (iii) Fully accelerated vesting and immediate lapse of restrictions on the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred;unvested portion of any time-based restricted stock awards previously granted; and (iv) Continuation Fully accelerated vesting and immediate lapse of payment restrictions on the unvested portion of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Codeany stock options previously granted; and (v) Continuation, during the Severance Term, Accelerated vesting of pro-rated portion of the medical benefits target number of unvested performance shares and performance share units previously granted (irrespective of performance). Proration will be based on the number of days in the applicable performance period prior to the Termination Date relative to the number of the days in the full performance period (provided that the acceleration will not be reduced for proration if the termination without Cause or termination for Good Reason occurs within twelve (12) months following the closing of a Change in Control); and (vi) Subject to Employee and his covered dependants Executive’s election of COBRA continuation coverage under the Company’s group health plans in effect as of plan, payment, on the first regularly scheduled payroll date of such terminationeach month during the twelve months following the Date of Termination (the “Coverage Period”), it being understood of an amount equal to the difference between the monthly COBRA premium cost and agreed the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (Av) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to cease earlier than the expiration of the Severance Term Coverage Period in the event that Employee Executive becomes eligible to receive any such health benefits as a result of subsequent employment or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance TermCoverage Period and provided further that the Company may end its payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are likely to cause the payment of these premiums to trigger taxes or penalties on the Company or other medical plan participants or to Executive (beyond, if taxable to Executive, the tax to him on the amount of the premiums). Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), and (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Restrictive Covenants contained in Appendix B attached hereto. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Accrued Rights and the Severance Benefits. For purposes of this Section 7(d), if the Spinoff does not occur on or before December 31, 2017, the Company will terminate Executive’s employment and treat such termination as termination without Cause.

Termination by the Company Without Cause. (a) The Company may terminate Employee’s employment this Agreement at any time without Cause by written notice to the Executive effective upon receipt or on a later termination date agreed with the Executive. (b) If the Company terminates the Executive’s employment 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 will pay the Executive (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other than due amounts to death which the Executive is entitled at the time of termination under any bonus or Disabilitycompensation plan or practice of the Company; provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and not this Section. (c) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), Employee shall be entitled tothe Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below: (i) The Accrued ObligationsAn amount equal to the Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release); (ii) Any unpaid Annual If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Executive will be eligible for such bonus on the same basis as other executive level employees, and if other executive level employees receive a bonus under the MICP for the preceding year, the Company will pay the Executive the bonus pursuant to the MICP; provided, however, that the percentage of the Company’s achievement of corporate goals which is used in the calculation of a portion of such bonus, will be the same as the percentage established by the compensation committee of the Board for other executive level employees; and provided further that the percentage of the Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) years; (iii) A Bonus (as defined below) for the year in respect to any completed fiscal which this Agreement is terminated prorated for the period during such year which has ended the Executive was employed prior to the date of such termination (or the full amount of the Bonus if the Executive’s employment is terminated within six (6) months prior to or twelve (12) months following a Change of Control), payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release). If a Change of Control occurs after the Company pays the prorated Bonus, then the remainder of the Bonus will be payable as a lump sum payment no later than ten (10) days after the effective date of the Change of Control and, for this purpose, a Change of Control will occur only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal years prior to the date of termination, which amount shall or such lesser number of fiscal years as may be paid at such time annual bonuses are paid to other senior executives of applicable if the Company; Executive has been employed for less than three (iii3) Annual Bonus for full fiscal years on the fiscal year date of termination. For purposes of determining the Executive’s Bonus, to the extent applicable performance conditions are achieved for such fiscal yearthe Executive received no bonus in a year in which other executives received bonuses, such amount to year will still be paid taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, but if the Executive did not receive a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had bonus for a year in which no executive received a bonus, such termination year will not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that taken into account. If any portion of the cost bonuses awarded to the Executive consisted of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoingsecurities or other property, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term fair market value thereof will be determined in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment good faith by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Board;

Termination by the Company Without Cause. 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 that Employee’s employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee: (i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination. (ii) Any unpaid Annual Bonus in respect benefits to any completed fiscal year which has ended prior Employee may be entitled pursuant to the date plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such terminationplans, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;policies and arrangements. (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum The Base Salary (at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans rate in effect as of the date of such Employee’s termination, it being understood and agreed that (A) which would have been payable to Employee shall be required to pay that portion if Employee had continued in active employment until the end of the cost of such medical benefits as Employee was required to pay twelve- (including through customary deductions from Employee’s paycheck12) as of month period beginning on the date of Employee’s termination termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of employment with such period. The Employee shall also be eligible for a bonus or incentive compensation payment to the Companyextent bonuses are paid to similarly situated employees, prorated for the year in which the Employee is terminated, and paid when similarly situated employees are paid. (iv) The Company completely at its expense will continue for Employee and Employee’s spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any time during the twelve-month period prior to the date of termination, until the earlier of: (A) last day of period during which Employee receives payment in accordance with clause (iii) above; (B) notwithstanding the foregoingEmployee’s death (provided that benefits payable to Employee’s beneficiaries shall not terminate upon Employee’s death); or (C) with respect to any particular plan, program or arrangement, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that date Employee becomes eligible to receive any such or similar benefits while employed covered by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment a comparable benefit provided by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementa subsequent employer.

Termination by the Company Without Cause. 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 that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits 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, which amount shall be paid at such time annual bonuses are paid to other senior executives Payment of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Employee’s monthly Base Salary for each month during the Severance Term, payable which shall be paid in accordance with the Company’s regular payroll practices; (ii) With respect to the vesting of the shares subject to the Initial Option Grant and Initial ▇▇ ▇▇▇▇▇, it being agreed that each installment of Base Salary payable hereunder Employee’s employment shall be deemed to have terminated 12 months after the date of termination of his/her employment, unless such termination occurs within 12 months immediately following a Change in Control, in which case Employee’s employment shall be a separate payment for purposes deemed to have terminated 18 months after the date of Section 409A termination of the Codeher employment; and (viii) Continuation, during If and to the Severance Term, of extent that the medical benefits provided Employee is able to Employee and his covered dependants under continue his/her participation in the Company’s group health and/or dental insurance from and after the date of termination in accordance with the terms of the benefits plans in effect or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of such termination, it being understood and agreed for each month during the Severance Term; provided, that the payments pursuant to this clause (Aiii) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar comparable health and dental benefits while employed by or providing service towith a subsequent employer, in any capacityincluding through a spouse’s employer, any other business or entity during the Severance Term. Any payments under this clause (iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (iii), (iii), (ivii), and (viii) above (collectively, 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 Section 9 hereofthe Confidentiality Agreement or the Release Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth in this Section 8(d). For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.

Termination by the Company Without Cause. (i) The Company may shall have the right to terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In during the event Employee’s employment is terminated by the Company Employment Period without Cause (other than due defined below) by giving thirty (30) days’ notice to Executive as described in Section 5.8 (the “Notice Period”). During the Notice Period, the Executive shall remain on the payroll as an active employee and will not be deemed to have terminated until the end of such Notice Period; provided, however, during the Notice Period, the Executive shall no longer have the authority, duties and responsibilities described in Section 1 (unless the Board provides in writing that the Executive shall continue to have such authority, duties and responsibilities) and such limitation shall not constitute Good Reason. For sake of clarity, neither termination of Executive’s employment upon death or Disability), Employee Disability (defined below) pursuant to Section 5.5 nor upon or after expiration of the Employment Period for any reason shall be entitled to: (i) The Accrued Obligations;constitute a termination without Cause for purposes of this Section 5. (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior In the event that the Company terminates the Executive’s employment during the Employment Period without Cause: (a) The Company shall pay or provide to the date of such terminationExecutive (1) any accrued and unpaid Base Salary through the Termination Date, which amount shall be paid at such time annual bonuses are paid payable pursuant to other senior executives of the Company; ’s standard payroll policies; (iii2) Annual Bonus for the fiscal year of termination, any compensation and benefits to the extent applicable performance conditions are achieved for such fiscal yearpayable to the Executive based on the Executive’s participation in any compensation or benefit plan, such amount to be paid in a lump sum at program or arrangement of the same time Company through the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance TermTermination Date, payable in accordance with the Company’s regular payroll practicesterms of such plan, it being agreed that each installment of Base Salary payable hereunder shall be deemed program or arrangement; and (3) any expense reimbursement to be a separate payment for purposes of Section 409A of which the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants Executive is entitled under the Company’s health plans standard expense reimbursement policy (the “Accrued Obligations”); (b) The Company shall pay to the Executive an Annual Bonus for the year in effect which such termination occurs, paid at the same time and subject to the same terms and conditions as bonuses are paid generally under the AIP to other executive officers of the date Company, prorated based on the number of days in such year prior to the Executive’s termination, it being understood and agreed that divided by 365 (the “Prorated Bonus”). (c) Subject to Section 5.7 hereof, the Company shall (1) pay to the Executive, within sixty (60) days following the Termination Date, a lump sum cash payment (the “Severance Payment”) equal to two times (2x) the sum of (A) Employee shall be required the Base Salary as in effect immediately prior to pay that portion termination of employment plus (B) the amount of the cost of such medical benefits as Employee was required target Annual Bonus for the applicable year completed prior to pay (including through customary deductions from Employee’s paycheck) as of the date of EmployeeExecutive’s termination of employment employment, which payment is in addition to the payment referenced in Section 5.1(ii)(a) and (b); and (2) pay to the Executive a one-time payment in the amount equal of Fifty Thousand Dollars ($50,000.00), in lieu of a reimbursement for COBRA premiums (together with the Company, and (B) notwithstanding the foregoingSeverance Payment, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the “Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (iiBenefit”), (iii), (iv), and (v) above 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 Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Executive’s employment with the Company may terminate Employee’s employment be terminated 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 upon prior written notice. Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than due to death pay or Disability), Employee shall be entitled to: provide the Executive: (i) The the Accrued Obligations; Amounts; (ii) Any unpaid Annual Bonus in respect the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to any completed fiscal year which has ended Section 8.2 hereof, an amount equal to one and one half times (or, if the Executive’s date of termination occurs prior to May 19, 2012, three times) the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of ) plus (y) the Company; (iii) target Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid payable in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable approximately equal installments in accordance with the Company’s regular payroll practicespractices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, it being agreed however, that each no installment of Base Salary payable hereunder shall be deemed paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be a separate paid with the first installment paid to the Executive; and (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of Section 409A of the Code; and (v) Continuationcalculating cost, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Companyan employee’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required ability to pay premiums with pre-tax dollars) within 30 days following the Executive’s payment thereof, subject to Section 8.2 hereof; provided that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the CompanyExecutive is eligible and remains eligible for COBRA coverage; and provided, and (B) notwithstanding the foregoingfurther, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term that in the event that Employee becomes the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 4.4(v) shall immediately cease. In the event that the Executive is eligible to receive any such or similar the severance benefits while employed provided for by or providing service tothis Section 4.4, in any capacity, the Executive shall not be eligible to receive severance benefits under any other business Company plan, policy, or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementagreement.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 4(d), Employee shall be entitled to: then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) The Accrued Obligations; the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), (ii) Any unpaid Annual Bonus the Executive signs a general release of claims in respect to any completed fiscal year which has ended prior a form and manner satisfactory to the date Company (the “Release”) within 21 days of the receipt of the Release and does not revoke such terminationRelease during the seven-day revocation period, which and (iii) the Executive complies with the Employee Patent, Confidential Information and Non-Compete Agreement dated January xx, 2010 between the Executive and the Company (the “Confidentiality Agreement”), (A) The Company shall pay the Executive an amount equal to the sum of 1.0 times the Executive’s Base Salary. Such amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later. (B) As of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination. (C) Subject to the Executive’s copayment of premium amounts at the same time active employees’ rate, the Annual Bonus would otherwise have been paid pursuant Executive may continue to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during the Severance Term, payable participate in accordance with the Company’s regular payroll practicesgroup health, it being agreed that each installment dental, vision and life insurance program for twelve (12) months following the Date of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminateTermination , and the Company shall have no further obligations provide continuation of health benefits after this 12-month period pursuant to Employee with respect theretothe Consolidated Omnibus Budget Reconciliation Act of 1985, in as amended (“COBRA”), such benefits to be determined as though the event that Employee breaches any provision of Section 9 hereof. Following such termination of EmployeeExecutive’s employment by had terminated at the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementend of such 12-month period.

Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled toto the following reduced by the amount of Applicable Severance Benefit paid to Executive as described in Section 8(l) below plus the amount of Prepaid Severance Installments paid to Executive as described in Section 8(m) below: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which such amount shall to be paid at such the same time annual bonuses are it would have otherwise been paid to other senior executives Executive had no such termination occurred, but in no event later than two and one-half (2½) months following the end of the Companyfiscal year to which such Annual Bonus relates; (iii) An amount equal to seventy-five percent (75%) (or if such termination occurs within one year following a Change in Control, one hundred fifty percent (150%)) of the sum of Executive’s then-current Base Salary and Annual Bonus (determined using the greater of (1) the target Annual Bonus for the fiscal year of termination, to in which such termination occurs and (2) the extent applicable performance conditions are achieved actual Annual Bonus for the fiscal year in which such fiscal yeartermination occurs), such amount to be paid in a lump sum at the same time the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation of payment of Base Salary during substantially equal installments over the Severance Term, payable Term in accordance with the Company’s regular payroll practices; (iv) Upon the expiration of the Severance Term, it being agreed that each installment and subject to Executive’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to twenty-five percent (25%) (or if such termination occurs within one year following a Change in Control, fifty percent (50%)) of the sum of Executive’s then-current Base Salary payable hereunder shall be deemed to be a separate payment and Annual Bonus (determined using the greater of (1) the target Annual Bonus for purposes of Section 409A of the Code; andfiscal year in which such termination occurs and (2) the actual Annual Bonus for the fiscal year in which such termination occurs); (v) ContinuationA pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, during such amount to be paid on the first administratively feasible payroll date following such termination; (vi) To the extent permitted by applicable law and the terms and conditions of the applicable plan and without penalty to the Company, (A) continuation of the health benefits provided to Executive and Executive’s covered dependents under the Company health plans as of the date of such termination at the same cost applicable to active employees until the earlier of: (1) the expiration of the Severance Term, and (2) the date Executive commences employment with any Person, in each case, subject to Executive’s compliance during the Severance Term with the terms and conditions of this Agreement; and (B) following the expiration of the medical benefits continuation period in (A) above, to the extent permitted by the Company’s health care insurance provider and to the extent such coverage would not result in a material increase in the premium cost to the Company or its Affiliates, Executive shall be entitled to continue participating in the Company’s (or, in the discretion of the Company, an Affiliate’s) health plans (as in effect from time to time) in respect of Executive and Executive’s covered dependents, at Executive’s sole expense and availability of coverage in accordance with the policies of the insurance provider, until the earliest to occur of (x) the date Executive (or a covered dependent, as applicable) attains age sixty-five (65); provided, that, in the event that a covered dependent turns sixty-five (65), Executive’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to Executive’s covered dependent, (y) the date on which Executive (or a covered dependent, as applicable) becomes eligible to receive coverage under any other health plan provided by a new employer; provided, that, in the event that a covered dependent receives coverage under any other such health plan, Executive’s ability to Employee maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to such covered dependent, and his covered dependants (z) the date on which Executive breaches any of the terms of this Agreement; provided, that, in the event that Executive is eligible for COBRA continuation coverage under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that provision of the benefit described in this subsection (Avi) Employee shall be required subject to pay Executive’s timely election of, and remaining eligible for, such coverage. Notwithstanding the foregoing, in the event the Company determines, in its sole discretion, that portion it cannot provide such continued health benefits under applicable law or the terms and conditions of the cost applicable plan without incurring financial costs or penalties or that the Company is otherwise unable to provide such continued health benefits on commercially reasonable terms and premiums therefor, then the Company shall, in lieu of the benefit described in this subsection (vi), provide to Executive a lump sum cash payment in the amount equal to the sum of the premiums that the Company would have paid in respect of such medical continued health benefits as Employee was required to pay for the remainder of the Severance Term (including through customary deductions from Employee’s paycheck) based on the premium rates as of the date of Employee’s such termination), payable on the first administratively feasible payroll date following such determination; and (vii) (A) Vesting, as of the date of such termination, of all Awards, other than Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, which shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of employment with Executive’s employment, and shall vest (or fail to vest and be forfeited) based on the Companylevel of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Executive remained employed through all applicable service vesting periods; provided, however, the eligibility for continued vesting based on performance shall immediately cease, and all Awards shall be forfeited, in the event that Executive violates any provision of the restrictive covenants set forth herein, and (B) notwithstanding any Awards that are stock options shall remain outstanding until the foregoingearliest of (x) exercise, the Company’s obligation to provide such continuation of benefits shall terminate prior to (y) the expiration of the Severance Term in original term, and (z) the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during six-month anniversary of the Severance Termdate of Executive’s termination. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses subsections (ii), ) through (iii), (iv), and (vvii) above shall immediately terminatecease, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive fails to execute a release in accordance with Section 8(i) or breaches any provision of Section 9 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company at any time without Cause, effective upon Employee’s receipt Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 6.6 of written notice of such termination. this Agreement. (b) In the event EmployeeExecutive’s employment is terminated without Cause, then provided that the Executive executes a general release in the form attached as Exhibit 1 hereto (the “Release”), which Release is effective as of the date required by the Company without Cause Release agreement, but in no event later than 60 days following Executive’s separation from service (other than due to death or Disabilityas defined under Treasury Regulation Section 1.409A-1(h), Employee shall be entitled toand without regard to any alternate definition thereunder, a “Separation from Service”), and subject to Section 6.1(c), then: (i) The Accrued Obligationsthe Company shall continue to pay Executive as severance Executive’s then-effective Base Salary for a period of the first six (6) months following Executive’s Separation from Service (the “Severance Period”), less applicable withholdings and deductions, on the Company’s regular payroll dates; (ii) Any unpaid Annual Bonus in respect Executive shall be entitled to any completed fiscal year additional acceleration of vesting of RSUs as set forth in Section 2.3(c); and (iii) if Executive is participating in the Company’s group health insurance plans on the Separation from Service, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of Executive’s COBRA premiums that the Company was paying prior to the Separation from Service for the Severance Period or for the continuation period for which has ended Executive is eligible, whichever is shorter (such shorter period, the “COBRA Payment Period”). The Company’s COBRA premium payment obligation will end immediately if the Executive obtains health care insurance from any other source during the Severance Period. However, if at any time the Company determines, in its discretion, that the payment of the COBRA premiums would be reasonably likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Company’s portion of the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the portion of the COBRA premiums that the Company was paying prior to the date of such terminationExecutive’s Separation from Service for that month, which amount shall be paid at such time annual bonuses are paid subject to other senior executives applicable tax withholdings and deductions. (c) The Company will not make any payments to Executive with respect to any of the Company; (iiibenefits pursuant to Section 6.1(b) Annual Bonus for the fiscal year of termination, prior to the extent applicable performance conditions are achieved for such fiscal year60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, such amount and provided that Executive has delivered an effective Release, the Company will make the first payment to be paid Executive under Section 6.1(b) in a lump sum at equal to the same time aggregate amount of payments that the Annual Bonus Company would otherwise have been paid pursuant Executive through such date had the payments commenced on the date of Executive’s Separation from Service through such 60th day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 4(b) above had such termination not occurred;7.11. (ivd) Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (v) Continuation, during the Severance Term, of the medical The benefits provided to Employee and his covered dependants under the Company’s health plans Executive pursuant to this Section 6.1 are in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Companylieu of, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term not in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service addition to, in any capacitybenefits to which Executive may otherwise be entitled under any Company severance plan, any other business policy or entity during the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementprogram.

Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time without Cause, effective upon Employeesix (6) months following the Executive’s receipt of written notice of such terminationtermination (in this Section 7(d), the “Notice Period”). The Company may, in its sole and absolute discretion, by written notice, waive the services of the Executive during the Notice Period or in respect of any part of such period, and at the Company’s sole discretion accelerate the effective date of such termination of employee-employer relationship (such accelerated date shall constitute the Termination Date), all on the condition that Teva USA pays the Executive the monthly Base Salary and all additional compensation and benefits to which the Executive is entitled in respect of the Notice Period without regard to any such Company waiver. In the event Employeethe Executive’s employment is terminated by the Company Teva USA without Cause (other than due to by reason of his death or Disability), Employee the Executive shall be entitled to: (i) The the Accrued Obligations; (ii) Any any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended on or prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal yearTermination Date, such amount to be paid in a lump sum at the same time it would otherwise be paid to the Executive had no such termination occurred, but in no event later than one day prior to the date that is two and one-half (2 1⁄2) months following the last day of such completed fiscal year; provided, that, if the Company has provided the Executive with notice of termination pursuant to this Section 7(d), any Annual Bonus would otherwise have been paid payable pursuant to Section 4(bthis subsection (ii) above had such termination not occurredshall be prorated to reflect the portion of the year during which the Executive was an active employee; (iii) continued payment of the Executive’s then-current Base Salary, in accordance with the payroll practices of the Company, for twelve (12) months; (iv) Continuation of a lump sum cash payment of in an amount equal to the Executive’s then-current Base Salary during the Severance TermSalary, payable in accordance with a cash lump sum on the Company’s next regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A of date immediately following the Code; andsixtieth (60th) day after the Termination Date; (v) Continuationsubject to the Executive’s election of COBRA continuation coverage under Teva USA’s group health plan, on the first regularly scheduled payroll date of each month during the Severance Termeighteen (18) month period commencing on the Termination Date, Teva USA will pay the Executive a cash amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of the medical benefits provided to Employee and his covered dependants under the CompanyTeva USA (excluding, for purposes of calculating such cost, an employee’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required ability to pay premiums with pre-tax dollars); provided, that portion of the cost of such medical benefits as Employee was required any payments pursuant to pay this subsection (including through customary deductions from Employee’s paycheckv) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to cease earlier than the expiration of the Severance Term such eighteen (18) month period (x) in the event that Employee the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during such eighteen (18) month period or similar benefits while (y) to the extent required to avoid adverse consequences (including penalties or negative tax consequences) to the Executive or Teva USA under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; and (vi) continued vesting of any outstanding equity awards granted to the Executive by TPI, without regard to the termination of Executive’s employment, for the remainder of their original terms to the same extent as if the Executive had remained employed by or providing service tothe Company in accordance with the terms and conditions of TPI’s equity plans and the individual award agreements evidencing such grants (including, in any capacityfor the avoidance of doubt, any other business or entity during performance vesting conditions). In addition, the Severance Termvested portion of any stock option as of the conclusion of the stock option vesting term will be exercisable through the stated expiration date of such stock option, following which any portion of such stock option not exercised will expire. Notwithstanding the foregoing, the Severance Term shall expire, (A) the payments and benefits described in clauses (ii), subsections (iii), ) through (iv), and (vvi) above shall immediately terminatecease, and (B) the Company shall have no further obligations to Employee the Executive with respect theretothereto and (C) the Executive shall promptly repay to the Company any payments or benefits paid or provided to the Executive pursuant to subsections (ii) through (vi) above, in the event that Employee the Executive breaches any provision of Section 9 hereof. Following such a termination of Employeethe Executive’s employment by the Company Teva USA without Cause, except as set forth in this Section 8(d7(d), Employee the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event Employee’s Executive's employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 4(d), Employee shall be entitled to: then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) The Accrued Obligations; the Executive's employment is terminated by the Company without Cause as provided in Section 4(d), (ii) Any unpaid Annual Bonus the Executive signs a general release of claims in respect to any completed fiscal year which has ended prior a form and manner satisfactory to the date Company (the "Release") within 21 days of the receipt of the Release and does not revoke such terminationRelease during the seven-day revocation period, which and (iii) the Executive complies with the Employee Patent, Confidential Information and Non-Compete Agreement dated May 1, 2000 between the Executive and the Company (the "Confidentiality Agreement"), (A) The Company shall pay the Executive an amount equal to the sum of 1.0 times the Executive's Base Salary. Such amount shall be paid at such time annual bonuses are paid to other senior executives of the Company; (iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid out in a lump sum at on the same time first payroll date after the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such termination not occurred; (iv) Continuation Date of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A Termination or expiration of the Code; andseven-day revocation period for the Release, if later. (v) Continuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding As of the foregoingDate of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination. (C) Subject to the Executive's copayment of premium amounts at the active employees' rate, the Company’s obligation Executive may continue to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term participate in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service toCompany's group health, in any capacitydental, any other business or entity during vision and life insurance program for twelve (12) months following the Severance Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminateDate of Termination , and the Company shall have no further obligations provide continuation of health benefits after this 12-month period pursuant to Employee with respect theretothe Consolidated Omnibus Budget Reconciliation Act of 1985, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(damended ("COBRA"), Employee shall have no further rights such benefits to any compensation or any other benefits under this Agreementbe determined as though the Executive's employment had terminated at the end of such 12-month period.

Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment without Cause at any time without Cause, effective upon Employeethe Executive’s receipt of written notice of such termination. In No compensation or other benefits shall be payable to or accrue to the Executive in the event Employee’s employment is terminated by the Company of his/her termination without Cause (other than due to death or Disability), Employee shall be entitled toexcept as follows: (ia) The Accrued all Earned Obligations; (iib) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to In the date event of such termination, then subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by the Company and the expiration on or before the 60th day after the Executive’s separation from service of any period during which amount the Executive is entitled to revoke the release, the Executive shall be paid eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such time annual bonuses are times as the Executive’s Base Salary was being paid immediately prior to other senior executives of the Companysuch termination; (iii2) Annual Bonus an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of termination, to employment occurs (prorated for the extent applicable performance conditions are achieved for period of active employment during such fiscal year). All such amounts, such amount to if any, will be paid in a lump sum at the same time as other incentive compensation plan payments for the Annual Bonus would otherwise have been paid pursuant to Section 4(b) above had such year in which the termination not occurredoccurs are paid; (iv4) Continuation in the event such termination occurs within one year following a Change in Control (which shall have the meaning given to such term in the Fourth Amended and Restated 2011 Stock Option Agreement of payment Beacon Holdings, Inc.), an amount equal to the product of: (i) (A) the price per share of Base Salary during Beacon Holdings, Inc. common stock at which such Change in Control was consummated, minus (B) $49.00, multiplied by (ii) the Severance Term, payable in accordance with number of unvested options under that certain option agreement between you and the Company’s regular payroll practices, it being agreed that each installment of Base Salary payable hereunder shall be deemed to be a separate payment for purposes of Section 409A dated as of the Codedate hereof; and (vc) Continuation, during the Severance Term, payments or benefits under other plans of the medical Company to the extent that the plans provide for benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s following a termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termemployment. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in clauses (ii), (iii), (iv), and (vSection 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Employee the Executive with respect thereto, in the event that Employee the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Club, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Section 9 hereof. Following such termination Sections 4 or 5 of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.