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

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation effective upon delivery to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of written notice of such termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive 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 that Executive’s employment is terminated by the Company or a succeeding entity without Cause (other than due to death or Disability), Executive shall be entitled to: (a) The Accrued Obligations; (b) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, in accordance with Section 4.2; (c) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, as determined by the Compensation Committee, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is the number of days in the fiscal year in which the termination occurred, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, in accordance with Section 4.2; (d) An amount equal to one times Executive’s Base Salary at the time of the Termination Date, such amount to be paid quarterly in equal installments upon the last day of each fiscal quarter following the Termination Date (the “Payment Date”); and (e) If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive’s dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or within one year portion thereof) on and after the Payment Date shall be paid to Executive on a monthly basis, subject to the Executive timely remitting the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) month anniversary of a Change of Control at any time during Executive’s termination date (the Term as “Benefits Reimbursement Period”); and (ii) the date Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding the foregoing, the payments and benefits described in clauses (b), (c), (d) and (e) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches Section 7 hereof. In such case, Section 7 9 of this Agreement Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 5.5, Executive shall controlhave 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 shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving hereunder for any reason (or for no reason) whatsoever, effective upon 30 days advance written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation or payment to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for such 30 day period. In the event of such termination by the Company (i.e., other than by reason of death, Disability or for Cause), then the Company shall pay to Executive his then current Base Salary (but not in such a manner that any payment for Base Salary during the notice period of eighteen would result in a duplicative payment) and Benefits accrued, Severance Pay (18as defined in and subject to Section 15(f) months; below) and (iii) if any expenses for which Executive is eligible entitled to be reimbursed, up to and including the effective date of such termination. (i) Executive may voluntarily terminate his employment hereunder at any time upon not less than ninety (90) days’ prior written notice to the Company; provided, however, that any time during said 90-day period, the Company may request Executive to vacate his office and cease to perform employment services for and timely elects COBRA coverage for health insurance coverage, payment or on behalf of the Company except those assigned by the Board which are to be conducted from Executive’s COBRA premiums home. If Executive so terminates his employment, then the Company shall pay to Executive his then current Base Salary, Benefits accrued, and any expenses for the health insurance coverage for a period of which Executive is entitled to be reimbursed, up to eighteen (18) monthsand including the effective date of such termination. Executive shall not be entitled to any other salary, payments bonus, benefits or other compensation as a result of termination pursuant to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b15(d), . (ii) Executive must be in compliance with Section 5 may resign his employment hereunder upon written notice of his “Resignation For Good Reason.” For purposes of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s “Resignation For Good Reason” means Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 with Company as a result of: (A) the Company materially reducing Executive’s Base Salary without Executive’s consent; (B) the Company’s material breach of this Agreement; or a succeeding entity without Cause upon or within one year (C) the relocation of Executive’s principal place of employment to any place that is more than 30 miles from Executive’s current principal place of employment, other than reasonable Company travel. Executive must provide the Company written notice of a Change of Control at any time during potential Resignation For Good Reason within 90 days after the Term as described in Section 7 hereofcondition(s) justifying such resignation arise. In Upon receiving such casenotice, Section 7 of this Agreement the Company shall controlhave 30 days to cure the condition(s) justifying Executive’s Resignation For Good Reason. If such condition(s) are not cured within such period, the Resignation For Good Reason shall be effective on the 31st day.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time during without Cause by the Term, Company upon sixty (60) days’ prior written notice to terminate the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of one (1) year from the Date of Termination and shall pay to the Executive in monthly installments over the one (1) year period, an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) beginning with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the first payroll date of such written notice. The Company may provide that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay in lieu 100% of notice. If the Company terminates costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s employment without Cause, title and responsibility and provide the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, with health and any unpaid bonus earned in accordance dental insurance continuation at a level consistent with the then applicable bonus plan or program to level and type the effective date Executive had in place at the time of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary termination for a period of eighteen twelve (1812) months; and (iii) if months from the Date of Termination. Following a termination of the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for without Cause the health insurance coverage for a period of up to eighteen (18) months, payments Executive shall continue to be made on a monthly basis when eligible to receive technology incentive compensation payments due under the premiums are due. 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 provisions of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 Technology Development Incentive Plan as such may have been established by the Company. The severance shall be paid in equal installments according administrator of such plan prior to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controltermination.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s Your employment with may be terminated by the Company without Cause by giving at any time at any time upon written notice to Executiveyou, which termination shall will be effective thirty (30) calendar days from immediately or on such later date as specified in the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If In the Company terminates Executive’s event your employment is terminated without Cause, you shall receive the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationAccrued Amounts and, provided you sign a release and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release waiver of claims agreement in favor of the Company and related entities its Affiliates and individuals, within the timeframe their respective officers and directors in a form to be prescribed provided by the Company. The severance Company (the “Release”) and it becomes effective, you shall receive the following benefits: (i) Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date; (ii) The Company shall pay you a salary continuance benefit (the “Salary Continuance Benefit”) in an amount equal installments according to the normal payroll schedule, product of (x) your Final Monthly Compensation times (y) the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after number of months remaining between the date of Executive’s termination of your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Final Monthly Compensation means the sum of your Base Salary in effect at the date of termination of your employment and the annual bonus paid or payable to you for the most recently completed year, divided by twelve (12). The Salary Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”); (iii) The Company shall pay you a welfare continuance benefit (the “Welfare Continuance Benefit”) in an amount equal to the product of (x) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month, times (y) the excess of the premium for continued health, dental and vision coverage for you and your “qualified beneficiaries” (as defined in Section 4980B of the Code) (the “COBRA Premium”) over the amount that you paid for such coverage immediately before the termination of your employment. The Welfare Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iv) During the twelve (12) month period following the date of termination, you shall provide the Company with at least ten days written notice before the starting date of any employment, provided that identifying the Company has received prospective employer and its affiliated companies and the signed general release job description, including a description of claims agreement and Executive has not rescinded such agreement within the rescission period proposed geographic market area associated with the new position. You shall notify in writing any new employer of the existence of the restrictive covenants set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s Your employment with may be terminated by the Company without Cause by giving at any time upon written notice to Executiveyou, which termination shall will be effective thirty (30) calendar days from immediately or on such later date as specified in the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If In the Company terminates Executive’s event your employment is terminated without Cause, you shall receive the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationAccrued Amounts and, provided you sign a release and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release waiver of claims agreement in favor of the Company and related entities its Affiliates and individuals, within the timeframe their respective officers and directors in a form to be prescribed provided by the Company. The severance Company (the "Release") and it becomes effective, you shall receive the following benefits: (i) Any earned but unpaid incentive bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid in equal installments according to on the normal payroll scheduleapplicable payment date; (ii) 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 first payment numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365, which shall be paid within thirty (30) days of the termination date; (iii) The Company shall continue to Executive pay your Base Salary in effect on the date of termination for a period of twenty-four (24) months, such payments to be made on the next scheduled payroll date that occurs within ninety same periodic dates as salary payments would have been made to you had your employment not been terminated, subject to compliance with Section 11(g) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (90the "Code"); and (iv) days after If you timely and properly elect continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the 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 month immediately following the month in which you timely remit the COBRA premium payment. You shall be eligible to receive such reimbursement until the earliest of: (A) eighteen (18) months following the date of Executive’s termination of employmenttermination, provided that (B) the Company has received date you are no longer eligible to receive COBRA continuation coverage; or (C) the signed general release of claims agreement and Executive has not rescinded such agreement within date on which you become eligible to receive substantially similar coverage from another employer. Notwithstanding the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages foregoing, if the Company's payments under this Section 6(b5(e)(iv) during would violate the nondiscrimination rules applicable severance period and, to non-grandfathered plans or would result in the event Executive shall subsequently receive income from providing Executive’s services imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the "PPACA"), the parties agree 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, reform this Section 6(b5(e)(iv) shall not apply if Executive’s employment in a manner as is terminated by necessary to comply with the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlPPACA.

Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate this Agreement and Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) unpaid the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with Executive's employment termination for a period of nine (9) months after the then applicable bonus plan or program to employment termination (the effective date of termination"Severance Period"); (ii) during the Severance Period, the Company will pay Executive an additional monthly severance in an amount equal to Executive’s thenone-current Base Salary twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for a period the last three fiscal years, the average shall be calculated using the number of eighteen (18) monthsfiscal years Executive has been employed with the Company); and (iii) if during the Severance Period, the Company will pay Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up an additional monthly severance amount equal to eighteen One Hundred Forty percent (18140%) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 COBRA Premium Rate. For purposes of this Agreement, and must executethe term "COBRA Premium Rate" means the monthly amount charged, return, not rescind and comply with a general release of claims agreement in favor as of the Company and related entities and individualstermination date, within the timeframe and in a form to be prescribed by for COBRA continuation coverage under the Company's group medical and dental plans for the coverage options and coverage levels applicable to Executive and his covered dependents immediately prior to the termination date. The Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be paid in equal installments according subject to all applicable payroll tax withholdings. Other than the normal payroll scheduleforegoing, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Executive under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.

Termination by the Company Without Cause. Executive’s employment may also be terminated without Cause by the Company at any time. Upon Executive’s termination without Cause by the Company, the Company shall: (i) Pay Executive the Accrued Compensation (as defined in Section 5(a) herein); and (ii) Pay a “Severance Payment” (as defined hereinafter in this Section 5(b)). The amount of the “Severance Payment” shall be determined as follows: (iii) If termination occurs during the Initial Term, the Company shall provide Executive with severance compensation in the form of salary continuation at 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 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits all amounts due under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b5(b)(iii) during the applicable severance period andin accordance with the Company’s customary payroll practices; (iv) If termination occurs after the Initial Term, in the event Executive Severance Payment shall subsequently receive income from providing be the amount equal to one half (1/2) of 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 Base Salary as of the termination date. The Company hereunder. Notwithstanding anything herein to the contrary, shall pay all amounts due under this Section 6(b5(b)(iv) shall not apply if 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 employment is terminated by the Company or a succeeding entity without Cause upon or within one year monthly COBRA premiums (which will be subject to taxes and applicable withholdings) for continuation of a Change of Control at any time during the Term as described in health coverage for eighteen (18) months post termination subject to Section 7 hereof. In such case, Section 7 5(d) of this Agreement shall controland Section 409A of the Internal 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 (vii) The Severance Payment will be subject to withholding for taxes and other applicable deductions. The Parties agree and acknowledge that Executive will not be entitled to or owed any other compensation or benefits not listed in this Section 5(b) under this Agreement or otherwise if he is terminated without Cause, or, as set forth below, if he terminates for Good Reason.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may 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 provide 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 (i) unpaid Base Salary 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; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, 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 Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive 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 that Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one year Disability), 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) Continued payment of a Change of Control at any time Base Salary during the Term applicable Severance Term, calculated in accordance with the provisions of the definition thereof, payable in accordance with the Company’s regular payroll practices; and (iii) 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, 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 monthly COBRA premium cost. For purposes hereof, the “applicable percentage” shall be the percentage of Executive’s health care premium costs covered by the Company as of the date of termination. Amounts paid by the Company directly to or on behalf of Executive pursuant to this clause (iii) shall be imputed to the Executive as additional taxable income to the extent 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 4980D of the Code, the Company shall no longer provide such medical and dental benefits to Executive. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 hereof8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. In such caseFor the avoidance of doubt, Section 7 Executive’s sole and exclusive remedy for any claim of this Agreement wrongful termination upon a termination of employment by the Company without Cause shall controlbe receipt of the Severance Benefits.

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 provide thirty (30) days pay terminate the Executive’s employment, without Cause as defined in lieu of notice. If Sections 5(a), in which case the Company terminates Executive’s employment without Causeshall pay the Executive the following, the Company’s obligation to Executive shall be limited solely to less withholdings required by law: (i) all accrued but unpaid Base Salary plus any to the Termination Date; (ii) all accrued but unpaid benefits vacation pay to the effective date Termination Date; (iii) payment equal to the previous two (2) years’ bonuses paid to the Executive, plus a prorated portion of termination, and any unpaid bonus earned for the year of the Executive’s termination in accordance with an amount as provided under the then applicable bonus plan or program 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 effective date Executive in any of termination; those previous two (ii2) years, this amount will be calculated on the assumption that the bonus paid for any unpaid year was paid in full based upon the Executive’s participation level in the applicable bonus plan; (iv) a severance in an amount equal to Executive’s then-current 24 months of Base Salary for a period of eighteen Salary; (18) months; and (iiiv) if the Executive is eligible timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly premiums associated with continuation of the Executive and timely elects COBRA coverage for health his dependents’ insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance Such reimbursement shall be paid in equal installments according to the normal payroll schedule, Executive on the 3rd day of the month immediately following the month in which the Executive timely remits the premium payment (with the first such payment to Executive to be made on the next scheduled payroll 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 occurs within ninety 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, such that all outstanding unvested equity awards which have not already vested, shall immediately vest as of the Termination Date. Prior to, and as a condition to, receiving the payments in this Section 5(d) (90other 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 date Termination Date subject to the fulfillment of Executive’s termination the provision of employment, a full and final release no later than the end of such 52-day period; provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period 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 agreement. Executive 52-day period begins in one taxable year and ends in a second taxable year, the payment date shall have no duty be deemed to mitigate damages under this Section 6(bbe the later of (i) during the applicable severance period and, first business day in the event Executive shall subsequently receive income from providing year following the year in which the Executive’s services “separation from service” occurs or (ii) the last day of such 52-day period. The payments referred 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 5(d) are inclusive of this Agreement shall controlany termination and/or severance payments that may be required under applicable law.

Termination by the Company Without Cause. The Company shall have the right, may terminate Executive’s employment at any time without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon (other than due to death or within one year Disability), Executive shall be eligible for the Accrued Obligations and, provided that Executive fully executes (and does not revoke) the Release of a Change of Control at any time during the Term Claims as described in Section 7 hereof7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 12 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). In Notwithstanding the foregoing, the Severance Benefits and the COBRA Benefits shall immediately terminate, and the Company shall have no further obligations to 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 Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such casetermination, 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 termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 7(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of this Agreement doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall controlbe receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then ​ A. The Company shall pay the Executive an amount equal to the sum of one (1) times the Executive’s Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later. ​ ▇. ▇▇ 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. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost. ​ D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall control.or the Company’s Employee Benefit Plans. ​

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, right to terminate Executive’s 's employment with the Company hereunder "without Cause cause" by giving Executive written notice to Executive, which that effect. Any such termination of employment shall be effective thirty (30) calendar days from on the date specified in such notice. In the event of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If termination, the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) pay Executive his unpaid Base Salary plus any accrued but unpaid benefits to through the effective date of termination, termination and any business expenses remaining unpaid bonus earned in accordance with on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then applicable bonus plan or program to adjusted Base Salary for the period commencing on the date following the date of termination and ending on the date which is twelve months following the effective date of termination; (iiiii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) monthspay Executive any bonus due under Section 4.6 hereof; and (iiiiv) if either continue to provide Executive is with medical and dental healthcare coverage under the plan in which Executive participates immediately prior to the effective date of such termination (where Executive remains eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreementparticipate, and must execute, return, not rescind and comply in accordance 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90terms thereof) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, or in the event Executive shall subsequently receive income from providing Executive’s services no longer remains eligible to any person or entityparticipate under such medical and/or dental healthcare plan, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce to reimburse Executive for the payment obligations amount of the premium Company would have paid for Executive's medical and/or dental healthcare coverage had Executive remained employed hereunder. Notwithstanding anything herein to , in each case until the contraryearlier of (A) the date which is twelve months following the effective date of termination and (B) the commencement of Executive's coverage under another employer's healthcare plan; provided, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity however, that without Cause upon or within one year of a Change of Control at limiting any time during the Term as other remedy available hereunder, all payments described in the Section 8.1 shall immediately terminate upon a judge's determination that Executive has breached the provisions of Section 6 or 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company shall have the right, at At any time during the Termterm of this Agreement, to the Board may terminate the Executive’s employment with for reasons other than death, Disability, or for Cause, by providing to the Company without Cause by giving written notice to ExecutiveExecutive a Notice of Termination, which termination shall be effective at least thirty (30) calendar days from prior to the date Effective Date of such written noticeTermination. The Company may provide 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) days pay in lieu of notice. If day notice period, the Company terminates 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 payment of Executive’s employment without CauseBase Salary for one year following the termination of Executive’s employment, subject to the Executive’s continuing compliance with the restrictive covenants contained herein and, if applicable, in said Severance Agreement; (b) 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 a lump sum payment equal to the Company’s obligation 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 shall be limited solely was receiving or entitled to (i) unpaid Base Salary plus any accrued but unpaid benefits receive immediately prior 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; (ii) severance in an amount equal to Executive’s then-current Base Salary Termination Date for a period of eighteen twelve (1812) months; and (iii) if . Additionally, the Executive shall be entitled to any benefits to which the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of entitled under COBRA; (c) An amount equal to the Executive’s COBRA premiums for accrued and unpaid Base Salary and accrued but unused vacation pay through the health insurance coverage for a period Effective Date of up to eighteen Termination; (18d) monthsA prorated Annual Bonus Award, payments to be made if payable, based on a monthly basis when target performance of the premiums are due. Company, as determined by the Board consistent with other similarly situated executives, through the Executive’s rights with regard Effective Date of Termination. The prorated amount shall be determined as a function of the length of time within the fiscal year that has elapsed prior to equity incentive awardsthe Executive’s Effective Date of Termination; and (e) All other benefits to which the Executive has a vested right at the time, including according to the provisions of the governing plan or program. All unvested and outstanding stock options and restricted stock unitsshares shall become 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 be governed by separate applicable agreements entered into between Executive and the Companyremain in-force. As a condition to his receipt Payment of the post-employment payments and benefits under this Section 6(bdescribed in Sections 7.4(a), Executive must be in compliance with Section 5 of this Agreement(b), and must execute, return, not rescind and comply with a general release of claims agreement in favor of (c) (Employment Terminations/Termination by the Company and related entities and individuals, within the timeframe and in a form to be prescribed without Cause or by the Company. The severance Executive for Good Reason) shall be paid in equal installments according to the normal payroll scheduleExecutive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event later than the first fifteenth (15th) day of the third month following the completion of the fiscal year in which the Effective Date of Termination occurs. Notwithstanding the foregoing, if the Executive is a “specified employee” (within the meaning of Code Section 409A), such payment to Executive to will be made on the next scheduled payroll date that occurs within ninety is six (906) days months after the date of the Executive’s termination of employment, provided that separation from service with the Company has received (except that during such six-(6-)month period the signed general release Executive may receive total payments from the Company that do not exceed the amount specified in Treas. Reg. Section 1.409A -1(b)(9)), or, if earlier, on the Executive’s death. With the exception of claims agreement the covenants contained in Articles 11 (Confidentiality, Non-solicitation, Non-competition, and Non-disparagement), 12 (Proprietary Developments), 13 (Executive’s Representations and Further Agreements), and 14 (Indemnification) herein (which shall survive such termination), the Company and the Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive thereafter shall have no duty to mitigate damages further obligations under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.

Termination by the Company Without Cause. The Company shall have the right, may terminate Executive’s employment at any time without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon (other than due to death or within one year Disability), Executive shall be eligible for the Accrued Obligations and, provided that Executive fully executes (and does not revoke) the Release of a Change of Control at any time during the Term Claims as described in Section 7 hereof7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 6 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). In Notwithstanding the foregoing, the Severance Benefits and the COBRA Benefits shall immediately terminate, and the Company shall have no further obligations to 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 Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such casetermination, 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 termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 7(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of this Agreement doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall controlbe receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with under this Agreement without Cause. In the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date event of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Causetermination, the Company’s obligation to Executive shall be limited solely entitled to receive the Accrued Amounts (iincluding the vested Options) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationand, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal subject to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 Article III of this Agreement, Agreement and must execute, return, not rescind and comply with his execution of a general release of claims agreement in favor of the Company Group and related entities each of their respective officers and individuals, within the timeframe and directors in a form to be prescribed provided by the Company. The severance Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60 day period, the “Release Execution Period”), Executive shall be paid entitled to receive (i) continued Base Salary for two years following the Termination Date (the applicable period, the “Severance Period”), and (ii) for the duration of the Severance Period, the amount, if any, by which the Company was subsidizing medical and dental insurance coverage for Executive and his eligible dependants immediately prior to Executive’s Termination Date, payable in all such cases in equal installments according to in accordance with the Company’s normal payroll schedulepractices, but no less frequently than monthly, commencing with the first ordinary Company payroll date following the Release Execution Period; provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment to date if no delay associated with the Release Execution Period had been imposed. The Company shall provide Executive to be made on with the next scheduled payroll date that occurs Release within ninety five (905) business days after the date Termination Date. The parties agree that time is of Executive’s termination of employment, provided the essence and each party agrees to work to complete the Release so that the Company has received the signed general release of claims agreement prescribed time periods for execution and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 revocation of the Company hereunder. Notwithstanding anything herein to Release under the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by Age Discrimination in Employment Act will lapse before the Company or a succeeding entity without Cause upon or within one year last day of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlRelease Execution Period.

Termination by the Company Without Cause. The Company shall have (and not due to Executive’s Death or Permanent Disability) or due to Non-Renewal by the rightCompany, in Each Case Outside a Protected Period. If, at any time other than during the Terma Protected Period, 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 provide thirty (30) days pay in lieu of notice. If either the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to under this Agreement other than for Cause (i) unpaid Base Salary 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; (ii) severance in an amount equal not due to Executive’s then-current Base Salary for a period of eighteen (18death or Permanent Disability) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 as a result of the Company or a succeeding entity without Cause upon or within one year Company’s issuance of a Change Notice of Control at any time during Non-Renewal, then Executive shall be entitled to receive (i) payment of the Term Accrued Obligation and (ii) subject to the satisfaction of the STIP and applicable STI Performance Plan or other applicable terms and conditions, as described in Section 7 hereof3.3, any of Executive’s unpaid Bonuses with respect to a previous year or other performance period, as applicable, completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination, date of approval and/or date of payment of such Bonuses, as may be applicable). In such caseaddition, Section 7 subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII herein, Executive shall also be eligible to receive: i. a lump sum payment of an amount equal to the Annual Bonus for the Bonus Year in which the Date of Termination occurs, which, for the purposes of this Section 4.3(b)(iii), shall be prorated and calculated, as follows: (1) if the Date of Termination occurs within the first half of the Bonus Year, then calculated based on the Effective STI Bonus Target multiplied by Executive’s base earnings during the Bonus Year through the Date of Termination, and (2) if the Date of Termination occurs within the latter half of the Bonus Year, then calculated based on Executive’s base earnings during the Bonus Year through the Date of Termination multiplied and measured by the Company’s actual performance during the Bonus Year through the last day of the month prior to the Date of Termination under the applicable STI Performance Plan; ii. any and all outstanding Equity Awards granted to Executive under any plan not previously vested shall become fully vested, without pro-ration, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that with respect to any Equity Award that is subject to performance-based vesting conditions, the number of securities subject to the Equity Award shall be reduced on a pro rata basis to the result of (A) the total number of target securities subject to the Equity Award multiplied by (B) a fraction, the numerator of which is the number of full months (counting the month in which the Date of Termination occurs as a full month) in which Executive was employed under this Agreement and the denominator of which is the number of full months in the performance period applicable to the Equity Award, and such reduced number of securities shall controlbecome vested and will be calculated, settled and delivered (if at all) subject to and based on the actual performance and achievement of the applicable performance metrics calculated as of the Date of Termination; iii. a lump sum payment of an amount equal to one (1) times the sum of (A) the annualized rate of Executive’s Effective Base Salary as in effect on the Date of Termination and (B) the target value of Executive’s Annual Bonus for the Bonus Year in which the Date of Termination occurs, which, for the purposes of this Section 4.3(b)(v), shall be calculated based on the Effective STI Bonus Target established for Executive for the Bonus Year in which the Date of Termination occurs; iv. a lump sum payment of an amount equal to all Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is twelve (12) months after the Date of Termination, assuming Executive and Executive’s dependents who were enrolled in the group health plans of the Parent (or other member of the Company Group, as applicable) as of the Date of Termination elected continuation coverage under such group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and Executive’s dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period; and v. a lump sum payment equal to (as applicable): (A) 100% of the value of Executive’s Vacation Days (which, for purposes of this Agreement, shall be calculated as 1/365th of Executive’s annualized Base Salary multiplied by each applicable Vacation Day for which Executive is being paid) for the year in which the Date of Termination occurs if the Date of Termination occurs in the first quarter of the calendar year, (B) 75% of the value of Executive’s Vacation Days for the year in which the Date of Termination occurs if the Date of Termination occurs in the second quarter of the calendar year, (C) 50% of the value of Executive’s Vacation Days for the year in which the Date of Termination occurs if the Date of Termination occurs in the third quarter of the calendar year, or (D) 25% of the value of Executive’s Vacation Days for the year in which the Date of Termination occurs if the Date of Termination occurs in the fourth quarter of the calendar year.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time during without “Cause” (as defined in Section 6(b)) by the Term, Company upon sixty (60) days’ prior written notice to terminate the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination and shall pay to the Executive in monthly installments over the year, an amount equal to the Executive’s cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the first payroll date of such written notice. The Company may provide that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay in lieu 100% of notice. If the Company terminates costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s employment without Cause, title and responsibility and provide the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, with health and any unpaid bonus earned in accordance dental insurance continuation at a level consistent with the then applicable bonus plan or program to level and type the effective date executive had in place at the time of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary termination for a period of eighteen twelve (12) months from the Date of Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months; and , the executive shall have (iii6) if Executive further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in order to continue coverage that he is eligible for and timely elects under COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlprovisions.

Termination by the Company Without Cause. (a) The Company shall have may terminate the right, at any time during the Term, to terminate Executive’s employment with at any 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); 4.2 (Disability); 4.3 (Due Cause); 4.5 (Voluntary Termination); or 4.6 (Retirement), the Company without Cause by giving written notice 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, which termination shall be effective thirty (30) calendar days from on the date of such written notice. The Company may provide thirty that is six (306) days pay in lieu of notice. If months and one day after the Company terminates Executive’s employment without CauseTermination date, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance a lump sum in an amount equal to eighteen (18) months of the monthly Base Salary (at the annual rate in effect immediately prior to termination) and an additional bonus payment equal to one and one-half (1.5) times the Target Bonus for the Termination Year (collectively, the “Severance Payment”). In addition, the Company shall for eighteen (18) months following the Termination Date, (i) reimburse the Executive for his reasonable costs of medical and dental coverage as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.4, each at levels substantially equivalent to those provided by the Company to the Executive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the eighteen (18) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s thenTermination Date. The amount of expenses eligible for reimbursement, or in-current Base Salary kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. In addition, for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of months immediately following the Executive’s COBRA premiums for Termination Date, the health insurance coverage for a period of up Executive will be provided with outplacement services commensurate with those provided to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor other senior corporate officers of the Company and related entities and individuals, within the timeframe and in through a form to be prescribed vendor selected by the Company. The severance Except as otherwise provided under this Agreement, the rights and benefits of the Executive or his transferee under the benefit plans and programs of the Company shall be paid determined in equal installments according to accordance with the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety provisions of such plans and programs. (90c) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Notwithstanding Section 6(b) during the applicable severance period and4.4(b), in the event that (i) the Executive is not a Specified Employee, then the Company shall subsequently receive income pay to the Executive the Severance Payment within forty-five (45) days from providing the Termination Date and the six (6) month delay for reimbursements shall cease to apply, or (ii) the Executive is a Specified Employee and the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive’s services estate any unpaid portion of the amounts due to be paid to the Executive pursuant to Section 4.4(b) within forty-five (45) days following the Executive’s death. If the Executive’s estate or legal representative fails to notify the Company of the death of the Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this Agreement and shall not be liable to the estate or legal representative for any person or entitylosses, including self employment incomedamages, or otherwise, then no other claims resulting from such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. late payment. (d) Notwithstanding anything herein in this Agreement to the contrary, this Section 6(b) the Executive shall not apply if 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 agreement and general release acceptable to the Company releasing the Company from certain claims the Executive may have in connection with the Executive’s employment is terminated by with the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during and the Term as described in Section 7 hereof. In such casetermination thereof, Section 7 of this Agreement shall controlto the extent permitted by law.

Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then A. The Company shall pay the Executive an amount equal to the sum of one (1) times the Executive’s Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later. ▇. ▇▇ 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. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost. D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall controlor the Company’s Employee Benefit Plans.

Termination by the Company Without Cause. The Company shall have In the right, at any time during the Term, to terminate event that Executive’s employment with is terminated without Cause: (a) during the time period that begins on the Effective Date and ends 180 days after the Effective Date, 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary continue for a period of eighteen 12 months (18) months; the “12-Month Severance Period”), to pay to Executive the annual base salary then in effect and (iii) payment for accrued but untaken vacation days. During the Severance Period, if the Executive is eligible for entitled to and timely elects to have COBRA coverage, the Company shall make a monthly payment to the Executive equal to the monthly cost of COBRA coverage for under the Company’s group health insurance coverage, payment of Executive’s COBRA premiums plan for the health insurance coverage Executive and his family members who are entitled to such COBRA coverage. (b) during the time period that begins on the 181st day after the Effective Date and ends on December 31, 2011, thereafter, the Company shall continue for a period of up nine months (the “9-Month Severance Period”), to eighteen (18) monthspay to Executive the annual base salary then in effect and payment for accrued but untaken vacation days. During the Severance Period, payments if the Executive is entitled to be made on and elects to have COBRA coverage, the Company shall make a monthly basis when payment to the premiums are due. ExecutiveExecutive equal to the monthly cost of COBRA coverage under the Company’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 group health plan for the Executive and his family members who are entitled to such COBRA coverage. (c) during the time period that begins on the January 1, 2012 and thereafter, the Company shall continue for a period of six months (the “6-Month Severance Period”), to pay to Executive the annual base salary then in effect and payment for accrued but untaken vacation days. During the Severance Period, if the Executive is entitled to and elects to have COBRA coverage, the Company shall make a monthly payment to the Executive equal to the monthly cost of COBRA coverage under the Company’s group health plan for the Executive and his family members who are entitled to such COBRA coverage. As For the purposes of clarity, the Company shall not be entitled to terminate this Agreement without Cause prior to the 91st day after the Effective Date. In addition, for the purposes of clarity, the Executive shall only be entitled to a condition to his receipt of the post-employment payments and benefits single payment under this either Section 6(b5.2(a), Executive must be in compliance with Section 5 of 5.2(b) or 5.2(c) pursuant to this Agreement. The Company shall not be obligated to make the severance payments otherwise provided for in Section 5.2 unless the Executive provides to the Company, and must executedoes not revoke, 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 satisfactory to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The In the event of any termination of the Executive’s employment during the Term by the Company without Cause, other than during a Change in Control Period, the Company shall have pay to or provide the rightExecutive with the following compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Termination, at any time payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination Annual Incentive Compensation shall be effective thirty determined (30A) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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 Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or program the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Termination; (iii) A cash sum equal to the effective Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Termination multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed from the January 1st immediately preceding the Date of Termination to the Date of Termination and (y) the denominator of which is 365, payable within 15 business days of the Date of Termination; (iv) The continuation of the Executive’s Base Salary, paid in accordance with the Company’s payroll policy, from the Date of Termination to the earlier of (x) the twelve month anniversary of the Date of Termination or (y) February 28th of the calendar year following the Date of Termination; (v) A cash sum equal to the difference (if any) between 12 months of the Executive’s Base Salary and the amounts previously paid to the executive pursuant to clause (iv), payable on the February 28th of the calendar year following the Date of Termination; (vi) The continuation during the 12 months immediately following the date of terminationTermination of the eligibility of the Executive, his spouse and his dependent children to participate in the Company’s medical, dental, vision and life insurance plans in which the Executive, his spouse and his dependent children participated immediately preceding the Date of Termination; (ii) severance provided, however, that participation in an amount equal such medical, dental, vision and life insurance plans shall be subject to the Executive’s then-current payment of the applicable employee portion of the monthly premium cost, if any. (vii) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Termination, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (viii) The Executive’s Base Salary for a period any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of eighteen Termination, payable in accordance with the Company’s customary payroll procedures; (18ix) months; and Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (iiiA) if Executive is eligible the end of the lease for and timely elects COBRA coverage for health insurance coverage, payment of the Executive’s COBRA premiums residence in Bermuda or (B) the three month anniversary of the Date of Termination, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (x) Reimbursement for the health insurance coverage for a period reasonable cost of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. preparation of the Executive’s rights with regard to equity incentive awardshome country federal and state income tax returns by KPMG, including stock options and restricted stock units, shall be governed or an alternate tax preparation service provider elected by separate applicable agreements entered into between the Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 approved by the Company. The severance , for the calendar year during which the Date of Termination occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be paid in equal installments according to $2,500 and the normal payroll scheduleCompany shall have received from the Executive satisfactory written substantiation for such tax expenses, the first payment to Executive to which reimbursement shall be made on the next scheduled payroll date that occurs payable within ninety (90) 15 business days after the date submission to the Company of satisfactory written substantiation for such tax expenses; (xi) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period andresidence from Bermuda, in the event the Executive shall subsequently receive income from providing and the Executive’s services family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Termination, which relocation expense reimbursement shall be made in a manner agreeable to any person or entitythe Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, including self employment income, or otherwise, then no which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such income shall in any manner offset or otherwise reduce the payment obligations relocation expenses; and (xii) Any other benefits available to employees of the Company hereunder. Notwithstanding anything herein generally, through and including the Date of Termination, payable or deliverable in accordance with the terms and conditions applicable 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlbenefits.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate It is expressly acknowledged and agreed that if Executive’s employment with shall be terminated by Company for any reason, 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 without Cause by giving written notice to Executive, which termination and Executive shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If cease except that the Company terminates Executive’s employment shall pay, or provide the following benefits, to Executive without Cause, further recourse or liability to the Company’s obligation to Executive shall be limited solely to : (i) unpaid Base Salary 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; (ii) severance in an amount equal to the unpaid portion of Executive’s then-current Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus, if any, for a the completed portion of the current annual pay period of eighteen (18) months; and where the total Annual Management Bonus is determined in accordance with Section 5.2; (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an amount equal to the value of Executive’s COBRA premiums vacation accrued as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation Payment of this severance will be made in bi-weekly payments for one (1) year (the health insurance coverage “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”), Executive will continue to be eligible for medical, dental and vision plans in which Executive was a period participant at the Termination Date. The Company will continue to pay the employer portion of up 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 eighteen month basis until the earlier to occur of (18A) monthsone (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, payments 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 be made on a the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly basis when the premiums are duethereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, under the Total Salary Continuation Period shall be governed offset by separate applicable agreements entered into between income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other 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 Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 other applicable provisions of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

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 provide thirty (30) days pay terminate the Executive’s employment, without Cause as defined in lieu of notice. If Sections 5(a), in which case the Company terminates Executive’s employment without Causeshall pay the Executive the following, the Company’s obligation to Executive shall be limited solely to less withholdings required by law: (i) all accrued but unpaid Base Salary plus any to the Termination Date; (ii) all accrued but unpaid benefits vacation pay to the effective date Termination Date; (iii) payment equal to the previous two (2) years’ bonuses paid to the Executive, plus a prorated portion of termination, and any unpaid bonus earned for the year of the Executive’s termination in accordance with an amount as provided under the then applicable bonus plan or program 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 effective date Executive in any of termination; those previous two (ii2) years, this amount will be calculated on the assumption that the bonus paid for any unpaid year was paid in full based upon the Executive’s participation level in the applicable bonus plan; (iv) a severance in an amount equal to Executive’s then-current 24 months of Base Salary for a period of eighteen Salary; (18) months; and (iiiv) if the Executive is eligible timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly premiums associated with continuation of the Executive and timely elects COBRA coverage for health his dependents’ insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance Such reimbursement shall be paid in equal installments according to the normal payroll schedule, Executive on the 3rd day of the month immediately following the month in which the Executive timely remits the premium payment (with the first such payment to Executive to be made on the next scheduled payroll 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 occurs within ninety 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, such that all outstanding unvested equity awards which have not already vested, shall immediately vest as of the Termination Date. Prior to, and as a condition to, receiving the payments in this Section 5(d) (90other 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 date Termination Date subject to the fulfillment of Executive’s termination the provision of employment, a full and final release no later than the end of such 52-day period; provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period 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 agreement. Executive 52-day period begins in one taxable year and ends in a second taxable year, the payment date shall have no duty be deemed to mitigate damages under this Section 6(bbe the later of (i) during the applicable severance period and, first business day in the event Executive shall subsequently receive income from providing year following the year in which the Executive’s services “separation from service” occurs or (ii) the last day of such 52-day period. The payments referred 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 5(d) are inclusive of this Agreement shall controlany termination and/or severance payments that may be required under applicable law.

Termination by the Company Without Cause. The Company shall have the right, may terminate Executive’s employment with or without Cause (as defined in Section 6.2 below) at any time during the Term, to terminate period of 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 provide thirty (30) days pay in lieu of noticeemployment. If the Company terminates Executive’s employment without Cause, Company shall, immediately after the Termination Date (as defined in Section 6.6 below), pay to Executive (i) 12 months of his base Salary, (ii) annual target cash incentive bonus, in effect on the date of the Executive’s separation from the Company, (iii) an amount equal to a prorated portion of his target annual bonus for the portion of the calendar year completed prior to the Termination Date, and shall also pay Executive any amount equal to up to twelve (12) months on an after-tax basis, of the portion of the Executive’s applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums for such coverage that exceeds the amount that the Executive would have incurred in premiums for such coverage under the Company’s health plan if then employed by the Company; provided, however, the Company’s obligation shall only apply to the extent COBRA coverage is elected and in effect during such period for a period of 12 months in equal monthly installments following such termination (together the “Severance Payments”). Severance Payments made to Executive shall be limited in addition to any other benefits earned by Executive or to which Executive was entitled prior to such termination without Cause including, without limit, any vested stock options, any already earned but unpaid bonus for a prior completed year, any earned but unused vacation days, and the prompt reimbursement of any expenses incurred by the Executive on behalf of the Company prior to termination of employment, and any pro-rated bonus. A termination by the Executive for Good Reason shall be treated the same as a termination by the Company without Cause. “Good Reason” shall include, (a) Executive’s resignation from employment with the Company after the occurrence of any of the following events without Executive’s consent; (b) a material diminution in the Executive’s duties, title, or responsibilities from the duties, title, or responsibilities as of immediately prior to a Change in Control, provided, that a material diminution of the Executive’s duties, title, or responsibilities shall not be deemed to occur solely because the Company, through a Change in Control, has become a part of a larger organization; (c) a material reduction in the Executive’s Base Salary from the Base Salary as of immediately prior to a Change in Control; (d) a relocation of the Executive’s primary place of employment to a geographic area that increases the commute of the Executive by more than thirty-five (35) miles from the primary place of employment immediately prior to a Change in Control; or (e) failure of any successor corporation (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, that the foregoing events shall not be deemed to constitute Good Reason unless (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date Executive has notified the Company in writing of terminationthe occurrence of such event(s) within sixty (60) days of such occurrence, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal the Company has failed to Executive’s then-current Base Salary for a period have cure such event(s) within thirty (30) days of eighteen (18) months; its receipt of such written notice, and (iii) if the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment terminates employment within thirty (30) days of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor such failure of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlcure.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive 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 that Executive’s employment is terminated by the Company pursuant to Section 5(e) for reasons other than death, Total Disability or a succeeding entity without Cause upon Cause, the Company shall pay the following amounts to Executive: (i) 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 Executive 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) 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 within one year of a Change of Control arrangements, whether group or individual, in which Executive was entitled to participate at any time during the Term as described in Section 7 hereoftwelve-month period prior to the date of termination, 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 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 caseplan, Section 7 program, or arrangement of this Agreement the Company is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (v) Except to the extent prohibited by law, Executive will be 100% vested in all benefits, awards, and grants accrued but unpaid as of the date of termination under any pension plan, profit sharing plan, supplemental and/or incentive compensation plans, and stock option plans in which Executive was a participant as of the date of termination. Executive shall controlhave up to one hundred eighty (180) days from the date of termination to exercise stock options.

Termination by the Company Without Cause. The Company shall have the right, Millennium Mortgage may terminate Executive’s employment without cause at any time during the Termterm of this Agreement by giving the Executive nine (9) months’ prior notice of such termination, during which period Executive will continue to terminate receive Base Salary and Commissions and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s employment with the Company without Cause by giving written notice duties and responsibilities, continue to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates meet annual budget numbers for profit and expense and use Executive’s employment without Causebest efforts to train and support Executive’s replacement, if any. Failure of Executive to comply with this requirement may result in Termination for Cause described below. Notwithstanding the Company’s obligation foregoing, Millennium Mortgage, at its option, may instruct Executive during such period not to undertake any active duties on behalf of Millennium Mortgage, in which case Executive shall be limited solely entitled to receive for each month in the remainder of the notice period the greater of either earned Commission to which the Executive would be entitled under Section 3.1 or monthly Commissions in the amount of his “Average Monthly Commission,” which is defined as the average monthly commission Executive earned during the completed 6 month period (ior, if less, the period between the commencement of employment and the active employment separation date) unpaid Base Salary plus any accrued but unpaid benefits immediately prior to the effective date month in which the Executive was placed on non-working notice. Executive also may continue normal participation in Millennium Mortgage benefit plans at his own cost. All payments and benefits referenced herein which may be paid to Executive as a result of terminationa Termination Without Cause are conditioned upon and subject to the Executive executing a valid general release and waiver, waiving all claims the Executive may have against Millennium Mortgage, Millennium Bank, and all of their respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents other than rights of indemnification, rights to directors and officers insurance, and any unpaid bonus earned in accordance with the then applicable bonus plan or program rights to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and accrued benefits under this Section 6(bthe employee benefit plans (including equity plans), Executive must be in compliance with Section 5 unless otherwise provided under the terms of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlthose plans.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon as provided in Section 3(d), then the Company will pay the Executive the Accrued Benefits. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) and the expiration of the seven-day revocation period for the Release: (i) the Company will pay the Executive an amount equal to [CEO: the sum of the Executive’s Base Salary and target annual incentive compensation in effect in that year] [OFFICERS: the sum of 0.50 of the Executive’s Base Salary plus the amount of standard cash severance to which the Executive is entitled under the Company’s then current severance practice] [MTEAM: the sum of 0.25 of the Executive’s Base Salary plus the amount of standard cash severance to which the Executive is entitled under the Company’s then current severance practice] (the “Severance Amount”). The Severance Amount will be paid out in a lump sum, in accordance with the Company’s payroll practices, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount will begin to be paid in the second calendar year. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment (if any) is considered a separate payment; and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company will, in its sole discretion, either (x) continue to provide health coverage to the Executive or within one year (y) pay to the Executive a lump sum cash payment (at the same time as the Severance Amount) equal to the amount of employer contributions that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company, in either case ((x) or (y)), for a period of time equal to the number of weeks of the Executive's Base Salary that the Executive Severance Amount is equal to. Notwithstanding the foregoing, in the event the Company elects to continue to provide health coverage to the Executive (in lieu of a Change cash payment), then the Company may discontinue such coverage in the event that the Executive obtains comparable health coverage prior to the end of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlperiod specified above.

Termination by the Company Without Cause. The If the Employment Period is terminated by the Company without Cause, then Executive shall be entitled to receive: (i) Executive’s earned and unpaid Base Salary through the Termination Date; (ii) 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 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 performance period has been completed and an Annual Performance Bonus has been earned but not yet paid as of the Termination Date (payable at the same time such Annual Performance Bonus would have been paid pursuant to Section 3(c)); and (iv) reimbursement of COBRA premiums for Executive and his eligible dependents each month during the rightSeverance Period (provided that Executive and his eligible dependents remain eligible for continuation coverage under COBRA); provided that, in the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the Severance Period, you must immediately notify the Company in writing of such event. Notwithstanding the foregoing, if at any time during the Term, to terminate Executive’s employment with the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits on a pre-tax basis without Cause by giving written notice to Executivepotentially incurring financial costs or penalties under applicable law (including, which termination without limitation, Section 2716 of the Public Health Service Act or Section 105(h) of the Code), then such payments shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay paid as taxable payments and, in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation 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 Period. Notwithstanding the foregoing, Executive shall not be limited solely entitled to receive any payments pursuant to Section 4(b)(ii), Section 4(b)(iii) or Section 4(b)(iv) (iand Executive shall forfeit all rights to such payments) unpaid Base Salary plus any accrued but unpaid benefits unless Executive has executed and delivered to the effective Company a general release substantially in form and substance as attached hereto as Exhibit A (the “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 (60) days of the date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 entitled to receive such payments only so long as Executive and the Company. As a condition to his receipt has not breached any of the post-employment payments provisions of the General Release or Sections 5, 6 and benefits under this Section 6(b7 hereof (a “Fundamental Breach”); provided, that, Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety will have ten (9010) days after receiving written notice from the Company 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 longer subject to revocation as provided in the 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 otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made after the Release Effective Date shall continue as provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreementherein. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income The delayed payments shall in any manner offset or otherwise reduce 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 obligations to be provided within sixty (60) days of the Company hereunderdate 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 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. Notwithstanding anything any other payment schedule provided herein to the contrary, this if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 6(b409A(a)(2)(B), 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 been payable in a single sum or in installments in the absence of such delay) shall not apply if Executive’s employment is terminated by the Company or be paid to Executive in a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such caselump sum, Section 7 of and all remaining payments due under this Agreement shall controlbe paid or provided in accordance with the normal payment dates specified for them herein.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s 's employment with the Company hereunder may be terminated without Cause by giving the Company upon written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If provided, however, that if the Company terminates the Executive’s 's employment without Cause, or the Company’s obligation Executive terminates his employment for Good Reason, as defined below, the Company shall, in addition to Executive shall be limited solely providing the payments required upon a termination pursuant to Section 8(a) above, (i) unpaid Base continue to pay the Executive the Salary plus any accrued but unpaid benefits to and shall provide health coverage, under the effective date same conditions as exist at the time of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months, and shall, in addition, pay the Executive 30% of the Executive's total Salary for such eighteen (18) month period (either over the 18 month period together with the Salary payments or when the Company customarily pays bonuses to Employees, at the Company's sole discretion).; and (iiiii) if as to stock options granted by the Company to the Executive hereunder or granted after the Effective Date ("Acceleration Options"), any portion of such Acceleration Options which is eligible for unvested shall accelerate and timely vest in full, and the Executive shall be permitted to exercise vested Acceleration Options up to one (1) year after the effective date of the termination. In the event that the Company elects COBRA coverage for not to renew this Agreement following the expiration of the Initial Term or any Renewal Period, the Company shall continue to pay the Executive the Salary and shall provide health insurance coverage, payment under the same conditions as exist at the time of Executive’s COBRA premiums for the health insurance coverage expiration of the Initial Term or the relevant Renewal Period, for a period of up to eighteen (18) months, and shall, in addition, pay the Executive 30% of the Executive's total Salary for such eighteen (18) month period (either over the 18 month period together with the Salary payments to be made on a monthly basis or when the premiums are due. Executive’s rights with regard Company customarily pays bonuses to equity incentive awardsEmployees, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and at the Company's sole discretion). As a condition of receiving severance benefits pursuant to this Agreement, the Executive shall executive and deliver to the Company prior to his receipt of the post-employment payments and such benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, substantially in the event Executive 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 upon or within one year of a Change of Control at any time during the Term form attached hereto as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.Exhibit A.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus the Employee is terminated by the Company for any accrued but unpaid benefits to the effective date of terminationreason other than for Cause, and any unpaid bonus earned in accordance with the then applicable bonus plan Disability or program to the effective date of termination; death, (ii) severance in an amount equal if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employee was terminated without Cause or Disability, the Employee shall be entitled to Executive’s then-current receive, as severance, his/her Base Salary for a period of eighteen three (183) monthsmonths following the Termination Date; and (iii) provided, however, that if Executive is eligible for and timely elects COBRA coverage for health insurance coveragesuch termination occurs at any time within one year after the occurrence of, payment or in contemplation of, a Change of Executive’s COBRA premiums for the health insurance coverage Control then Employee shall be entitled to receive his/her Base Salary for a period of up to eighteen (18) months, payments to one year following the Termination Date. Such payment of Base Salary shall be made on a monthly basis when in accordance with the premiums are due. 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 normal payroll practices of the Company, net of applicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. As a condition During this period, the Company shall also continue to his receipt pay the Company portion of premiums, if any, to continue medical and dental coverage pursuant to the provisions of the post-employment existing plan or of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, in any, for the year of termination will be prorated based on the Termination Date and paid in accordance with the annual bonus payment schedule. Notwithstanding the forgoing, the Company shall not be obligated to make any of the payments or provide the other benefits called for by this section 6(d) unless (i) Employee signs a waiver and benefits under this Section 6(b)release of all claims against the Company, Executive must be the Parent Company and its subsidiaries in compliance with Section 5 a form acceptable to the Company, and (ii) Employee is not in breach of this Agreement, including sections 7 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control8.

Termination by the Company Without Cause. The Company shall have the rightmay, without cause, terminate your employment at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving six (6) months prior written notice to Executive, which termination you. In such case the Company may release you from your position and duties immediately and elect to make a separate lump sum severance payment to you equal to six months pay. Such payment shall be effective thirty (30) calendar days from made at the date of such written notice. The Company may provide thirty (30) days pay same time as the payment in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to subparagraph (i) unpaid Base Salary plus any accrued but unpaid benefits below is made. In the event your employment is terminated under this Section 5A, the Company shall pay to you 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; following: (iii) A single lump sum severance payment in an amount equal to Executive’s thenone-half (1/2) of your then current Base Salary for annual base rate of compensation as defined in Section 2A (as adjusted by Section 2B hereof), with such payment to be made in a period lump sum on the first day of eighteen the seventh (187th) months; full calendar month immediately succeeding the month in which your termination from employment occurs. (ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination. (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, A single lump sum payment of Executiveany incentive compensation earned in the fiscal year of the termination of your employment which incentive compensation shall be determined on the basis of the Company’s operations through June 30th of such fiscal year, and shall be pro-rated through the last day of your employment and shall be paid in accordance with the Management Incentive Compensation Plan (MICP). (iv) The Company shall reimburse you on a monthly basis for eighty percent (80%) of any COBRA premiums paid by you for continuation of coverage under the health Company’s medical insurance coverage plan for a period of up to eighteen six (186) months, payments to months following your termination from employment (or such shorter time as you may be eligible for such COBRA coverage under the terms of applicable law). (v) Executive outplacement services for a period of six (6) months immediately following your termination from employment. Payment for such outplacement services shall not exceed ten thousand dollars ($10,000) and shall be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options upon receipt of invoice from outplacement provider and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and paid no later than the Company. As a condition to his receipt last day of the post-second calendar year following the calendar year in which your employment is terminated; and (vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with payment of the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which your termination from employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to seven (7) times the Monthly Amount and such payment will reduce the number of overall monthly payments and benefits under Paragraph 2D hereof by the number of months in the interim period for which payments are made. The Company shall have no further obligation to you under this Section 6(b), Executive must be Agreement and you shall have no further obligation to the Company under this Agreement except as noted in compliance with Section 5 Sections 6 and 7 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (ii) severance in an amount equal to Executive’s then-then current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. 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 her receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 ninety (90) calendar days after the date of Executive’s termination of 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 Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that that, in each case, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with at any time without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause by giving written notice (other than due to Executivedeath or Disability), which termination Executive shall be effective thirty entitled to: (30i) calendar days from The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such written notice. The Company may provide thirty (30) days pay in lieu termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to , but in no event later than the date that is two and one-half (i2½) unpaid months following the last day of the fiscal year in which such termination occurred; (iii) Continued payment of the Base Salary plus any accrued but unpaid benefits to during the effective date of terminationSeverance Term, and any unpaid bonus earned payable in accordance with the then applicable bonus plan or program Company’s regular payroll practices; (iv) An amount equal to one and a half (1.5) times Executive’s then-Target Annual Bonus, payable in substantially equal installments on each regularly scheduled payroll date of the Company during the Severance Term; (v) If such termination occurs prior to the effective third (3rd) anniversary of the Start Date, continued vesting in the Inducement RSUs during the Severance Term without regard to any continued employment requirement (it being understood and agreed that all other unvested equity awards will be forfeited upon such termination except as provided pursuant to clause (vi) below); and (vi) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s timely election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of termination; (ii) severance in each month of the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to Executive’s then-current Base Salary for a period the “applicable percentage” of eighteen (18) months; and (iii) if Executive is eligible for and timely elects the monthly COBRA coverage for health insurance coveragepremium cost. For purposes hereof, payment the “applicable percentage” shall be the percentage of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed care premium costs covered by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after for active executive officers determined as of the date of Executive’s termination of employment. Notwithstanding the foregoing, provided that the payments and benefits described in clauses (ii), (iii), (iv), (v), and (vi) above shall immediately terminate, and the Company has received shall have no further obligations to Executive with respect thereto, in the signed general release event that Executive breaches any provision of claims agreement and Executive has not rescinded the Restrictive Covenant Agreement. Following such agreement within termination of Executive’s employment by the rescission period Company without Cause, except as set forth in such agreement. this Section 8(d), Executive shall have no duty further rights to mitigate damages any compensation or any other benefits under this Section 6(b) during Agreement. For the applicable severance period andavoidance of doubt, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self sole and exclusive remedy upon a termination of 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 upon or within one year shall be receipt of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlSeverance Benefits.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s your employment without CauseCause prior to the CFO Termination Date, then, subject to your execution and nonrevocation of the Company’s obligation to Executive Second Release (as defined in the Transitional Employment Agreement), and such release becoming effective, you shall be limited solely entitled to (i) any then unpaid Base Salary plus any accrued but unpaid benefits to as set forth in Section 2 hereof (payable in a lump-sum on the effective 60th day following your date of termination), and (ii) any then unpaid bonus earned Base Salary as set forth in accordance with Section 3(a) of the then applicable bonus plan or program to Transitional Employment Agreement (payable in a lump-sum on the effective 60th day following the date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, any payment of Executive’s COBRA premiums for to which you are entitled under the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 terms of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period Bonus Plan as set forth in Section 3 hereof, and (iv) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section B3(c) of the Transitional Employment Agreement. Additionally, subject to your execution and nonrevocation of the Second Release, and such agreement. Executive shall release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to the CFO Termination Date, the Company agrees that you will be eligible to receive under Section 3 of this Employment Agreement the annual bonus that you would have no duty earned for 2017 had you been employed through the time of payment, notwithstanding the condition under the Bonus Plan that in order to mitigate damages under this Section 6(b) during the applicable severance period and, be eligible to participate in the event Executive shall subsequently Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directors, after evaluating to the extent to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubt, any payment you receive income from providing Executive’s services will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to any person or entity, including self employment income, or otherwise, then no such income shall other Participants but in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contraryevent no later than March 15, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or 2018 and payable in a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controllump-sum.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a severance in an amount equal to the Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance benefits set forth in clauses (ii) and (iii) of the third sentence hereof shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and the Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of in Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company has the right to terminate Executive's employment at any time 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 give written notice to Executive, which Executive of a termination without Cause. Such notice shall be given by the Company's most senior officer or any member of the Board. Such termination will be effective thirty (30) calendar days from the date of after Executive receives such written notice. The In the Company's sole discretion, the Company may provide require that Executive continue performing such duties as may reasonably be assigned to Executive for the thirty (30) days pay after Executive receives notice of a termination without Cause. If Executive's employment is terminated without Cause, for the Post-Employment Period, Executive will be entitled to (i) "Severance Pay" and (ii) the payment by the Company of Executive's premiums with respect to health insurance coverage under COBRA. As used herein, "Severance Pay" means an amount, in lieu the aggregate, equal to Executive's then current base salary, not including bonus payments, equity awards, expense reimbursements, or any other form of noticecompensation or benefits, payable over the Post-Employment Period. Executive will receive the Severance Pay in equal payments over the course of the Post-Employment Period, paid in accordance with the Company's normal payroll practices. Executive will not be eligible for, nor will Executive have any right to receive, any other severance from the Company. Specifically, during the Post-Employment Period, Executive will not be eligible for, nor will Executive have any right to receive, expense reimbursement, bonus payments of any nature, equity awards, or any other payment or benefit of any nature other than the Severance Pay set forth above, except for compensation earned with respect to services performed prior to the date of termination and, to the extent not previously paid, reimbursement of any expenses incurred by Executive prior to the date of termination in the normal course consistent with the Company's Policies. Executive acknowledges and agrees that if the Company terminates Executive's employment without Cause, Executive has continuing post-employment obligations and restrictions under this Agreement after the termination of employment, including, but not limited to, the obligations and restrictions contained in Paragraphs 7, 8 and 20 of this Agreement. Executive's compliance with these post-employment obligations and restrictions is mandatory condition precedent to Executive's right to receive any portion of the Severance Pay. Should Executive breach any such post-employment obligations and restrictions, the Company will immediately cease making payments of the Severance Pay. If the Company terminates Executive’s employment without Causefails to pay any severance payments within thirty (30) days of the relevant due date, the Company’s obligation to Executive shall immediately be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the released from all post-employment payments obligations and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period restrictions set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section Paragraph 7 hereof. In such case, Section 7 of this Agreement shall controlabove.

Termination by the Company Without Cause. The Company shall have In 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided event that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 ExecutiveEmployee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year pursuant to Section 4.4, the Company shall pay to the Employee the Accrued Amounts and in addition, the Employee will be entitled to the following benefits, subject to the Employee’s timely execution and non-revocation of a Change Release (as defined below) and Employee’s compliance with her continuing obligations to the Company under this Agreement and the Company’s Proprietary Information and Inventions Assignment Agreement, and further subject to any delay as may be required under Section 5.6: (a) Continued base salary payments at the base salary rate in effect at the time of Control termination of employment under Section 3.1 for a twelve (12) month period following termination of employment (the “Severance Period”). Such payments will be paid in equal installments on the Company’s regular payroll schedule, less applicable withholdings, provided however that no payments will be made prior to the Release Deadline (as defined below) and on the Release Deadline, the Company will pay Employee in a lump sum the continued salary payments that Employee would have received on or prior to such date under the original schedule, with the balance of the payments being made as originally scheduled. (b) Provided that Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the Employee’s termination date, the Company will pay the Employee’s COBRA group health insurance premiums for the Employee and her eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Employee under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time during the Term as described Company determines, in Section 7 hereof. In such caseits sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 7 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Employee on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the Severance Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the Release Deadline, the Company will make the first payment under this Agreement clause (and, in the case of the Special Severance Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Employee’s termination through the Release Deadline, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for coverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this Subsection shall controlcease.

Termination by the Company Without Cause. The Company shall have the right, may elect to terminate Employee’s employment without Cause at any time during the Termtime, to terminate Executive’s employment with the Company or without Cause by giving written prior notice to ExecutiveEmployee, in which case Employee shall receive amounts already earned by but unpaid to Employee as of the stated date of termination and be eligible for the following additional benefits: (a) Employee shall be effective thirty (30) calendar days from receive an amount equal to two times the Employee’s annual base salary in effect as of the date of such written notice. The Company may provide termination, payable within thirty (30) days of Employee’s termination of employment in a lump sum, and subject to any required withholdings, deductions, and tax reporting requirements. (b) Employee shall receive a payout equal to two times Employee’s annual target bonus established for the bonus period in which Employee’s termination occurred, payable within thirty (30) days of Employee’s termination of employment in a lump sum, and subject to any required withholdings, deductions, and tax reporting requirements. (c) If a Company provided health and dental plan covers Employee at the time of termination of employment, the Company will, upon request of Employee, continue coverage under its medical and dental plans and the Employee will continue to pay employee contributions for such coverage as if an active employee until the earlier of: (i) the expiration of the two (2) year period following the date of termination or (ii) the date on which the Employee obtains such benefits pursuant to a subsequent employer’s coverage under the Consolidated Omnibus Budge Reconciliation Act of 1986, as amended (“COBRA”). Thereafter Employee may continue coverage at the full COBRA premium rates for the remaining COBRA period permitted by law. Employee must timely elect coverage and satisfy all enrollment and payment procedures established by Company as a prerequisite to the continuation of coverage under this Section 4(c) and to COBRA coverage. (d) The Company will pay Employee any unused earned vacation as of the date of Employee’s termination of employment. (e) The Company will offer Employee executive level outplacement services commensurate with Employee’s position and experience for a period no longer than twelve (12) months following Employee’s termination of employment or until Employee finds new employment, whichever occurs first. The cost of outplacement services furnished will be capped at a maximum of $25,000. Cash will not be paid in lieu of noticeoutplacement services. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive Employee shall be limited solely to (i) unpaid Base Salary plus responsible for any accrued but unpaid benefits individual tax consequences, if any, relating to the effective date provision of terminationthese services. (f) The amount of any severance payable to Employee under Section 4 shall be reduced on a dollar-for-dollar basis by the amount of any other compensation or remuneration Employee receives from Company for work performed as an employee, independent contractor, or consultant during the twelve (12) months following Employee’s termination of employment. (g) Receipt of the base salary continuation, target bonus payout, and any unpaid bonus earned benefits continuation described in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive Section 4 above is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreementcontingent upon Employee first signing, and must executenot rescinding or revoking, return, not rescind and comply with a general release General Release of claims agreement Claims in favor of the Company and related entities and individualsCompany, within the timeframe and in a form acceptable to be prescribed by the Company. The severance shall be paid in equal installments according , and also continuing to abide by all of Employee’s continuing obligations to the normal payroll scheduleCompany, particularly, but not exclusively, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employmentnon-disclosure, provided that the Company has received the signed general release of claims agreement non-competition, and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described non-solicitation covenants contained in Section 7 hereof. In such case, Section 7 8 of this Agreement shall controlAgreement.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a severance in an amount equal to the Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 prepared by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date Company’s receipt of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the expiration of any rescission period set forth in such agreementagreement without rescission by Executive. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of in Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company shall have In 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 provide thirty (30) days pay in lieu of notice. If event that the Company terminates Executive’s employment without Cause, the Company’s obligation this Agreement pursuant to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationArticle 8.3, and any unpaid bonus earned Executive executes a release in accordance with Article 8.5.4 below, the then applicable bonus plan or program Company shall continue to pay to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Executive the Base Salary in effect as of the Date of Termination for a period of eighteen twelve (1812) months; months from the Date of Termination (the “Severance Period”), provided that such termination constitutes a separation from service within the meaning of Section 409A of the Code. If Executive properly elects to continue coverage in the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and the applicable terms of the plan, the Company will reimburse Executive for COBRA premiums (iiiat the same level of coverage or less for Executive in effect immediately prior to the Termination Date) if during the Severance Period. Should the COBRA policy lapse due to Executive’s non-payment of any employee premiums and/or Executive’s failure to submit required COBRA forms, it shall be the responsibility of Executive is eligible to cure such defects, and Employer will not be held liable for any lapses in coverage and timely elects COBRA will not be required to make any payments for continued healthcare coverage for the Executive during any lapse in COBRA coverage. Should Executive, during the Severance Period, become eligible to receive health insurance coveragebenefits from another employer, payment Executive must notify the Company within ten (10) business days of Executive’s such event. Upon such notification, the Company will have no further obligation to reimburse Executive for the COBRA premiums for Executive. If the health insurance coverage for a period Company, in its sole discretion, determines the reimbursements of up to eighteen (18) months, payments any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be made on a monthly basis when taxable under the premiums are duePatient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code, the premium reimbursements will be imputed as income and treated as taxable to Executive to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. Executive’s rights with regard to equity incentive awardsIn no event, including stock options and restricted stock unitshowever, shall the continuation of such payments during the Severance Period be governed deemed to be employment hereunder for any purpose. Any outstanding stock option or other stock awards held by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt as of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 Date of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of Termination that would otherwise vest during the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the CompanySeverance Period shall immediately vest. The severance payments shall be paid in equal installments according to the normal payroll schedule, schedules with applicable withholdings made from the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employmentpayment, provided that that, Executive executes the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth Release described below in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlArticle 8.4.4.

Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or as provided ​ in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then 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 out in Section 7 hereofa lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later. ▇. ▇▇ 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. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions. D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall controlor the Company’s Employee Benefit Plans.

Termination by the Company Without Cause. The Executive acknowledges that he is, has been and will continue at all times to be an at-will employee of the Company shall have and as such his employment has been and continues to be terminable by either the right, Executive or the Company at any time during upon notice to the Termother and for any reason not prohibited by law. However, to terminate Executive’s employment with if the Company terminates the Executive's employment and this Agreement without Cause by giving written notice (as defined in Section 2.5 hereof), the Company will in lieu of any severance which may otherwise be payable, continue to Executive, which termination shall be effective thirty pay to the Executive for twelve (3012) full calendar days from months following the date of such written noticetermination his monthly base salary at the rate in effect as of the date of such termination in accordance with the Company's normal payroll practices. The In addition, the Company throughout such twelve (12) calendar month period will continue the Executive's life insurance and 4 health care benefits coverage on the same terms and at the same cost to the Executive as would be applicable to a similarly situated full-time employee provided however, that in the event the Executive begins to receive comparable life insurance and health care benefits (determined at the sole discretion of the Company) from a subsequent employer during such twelve (12) month period, the Company may provide thirty (30) days pay immediately terminate its life insurance and health care benefits coverage of the Executive. Coverage under the Company's health care benefits plan will be in lieu of noticehealth care continuation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for periods such coverage is in effect under this Agreement. If Following such termination of the Company terminates Executive’s 's employment without Cause, the Company’s obligation to Company will pay for the costs of outplacement services on behalf of the Executive shall provided however, that the total fee paid will be limited solely to an amount equal to fifteen percent (i15%) unpaid Base Salary plus any accrued but unpaid benefits to of the Executive's annual base salary rate as of 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments . The Company will also continue to be made on obligated to pay when due all other benefits to which the Executive has a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments vested right according to the normal payroll schedule, provisions of any applicable retirement or other benefit plan or program. The Company and the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall thereafter will have no duty to mitigate damages further obligations under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.

Termination by the Company Without Cause. The Company shall have the rightmay, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving delivering sixty (60) days' prior written notice to Executive, which termination shall be effective thirty terminate Executive's employment at any time and without Cause (30as defined below) calendar days from by: (a) paying to Executive, no later than the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, a lump sum equal to: (i) Executive's base salary accrued through the date of termination; (ii) all accrued vacation pay and accrued bonuses, if any, to the date of termination; (iii) any unpaid bonus earned bonus, if any, which would have been paid but for the termination, prorated through the date of termination, based upon the Company's performance and in accordance with the then applicable terms, provisions and conditions of any Company incentive bonus plan or program to in which Executive may be designated a participant; (iv) if the effective date of termination; (ii) severance in termination occurs within one year of the Commencement Date, an amount equal to 12 months of Executive’s then-current Base Salary 's base salary at the rate in effect on the date of notice of termination (the "Severance Amount"). The Severance Amount shall be increased to 18 months of Executive's base salary as of the date of the notice of termination if the date of termination is not less than one nor more than two years after the Commencement Date, and the Severance Amount shall be further increased to 24 months of such base salary if the date of termination is more than two years after the Commencement Date; (b) providing, for a period of eighteen (18) months12 months after the date of termination, at the Company's expense, coverage to Executive under the Company's life insurance and disability insurance policies and to Executive and his dependents under the Company's health plan; and (iii) if any of the Company's health, life insurance, or disability insurance plans are not continued or if Executive is not eligible for coverage thereunder because of the termination of his employment, the Company shall pay the amount required for Executive to obtain equivalent coverage; (c) providing to Executive reasonable outplacement services; and (d) providing an office, secretarial support, and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage access to equipment and supplies for a period of up 6 months after termination. In addition, notwithstanding anything to eighteen (18) monthsthe contrary contained herein or in any agreement with respect hereto, payments upon termination of Executive's employment pursuant to be made on a monthly basis when this Section 4, all equity options, restricted equity grants and similar rights held by Executive with respect to securities of the premiums are due. Executive’s rights with regard to equity incentive awardsCompany, including stock options and restricted stock unitswithout limitation the Option, shall be governed by separate applicable agreements entered into between automatically become fully vested and shall become immediately exercisable. In the event that any compensation paid to Executive under this Agreement and the Company. As Stock Option Agreement would be considered a condition parachute payment pursuant to his receipt of the post-employment payments and benefits under this Internal Revenue Code Section 6(b)280G, Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company shall pay Executive the gross up amount necessary so that Executive will net the amount called for under such agreements after payment of excise taxes under Internal Revenue Code Section 4999 and related entities Federal and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive state 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controltaxes.

Termination by the Company Without Cause. The Company shall have Board of Directors may terminate the right, at any time during the Term, to terminate Executive’s employment with for reasons other than death, Disability or for Cause (as defined in Section 3.5) by notifying the Company without Cause by giving written notice to Executive, which termination shall be effective thirty Executive in writing at least sixty (30) calendar days from the date of such written notice. The Company may provide thirty (3060) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits prior to the effective date of termination, and any unpaid bonus earned in accordance with . Upon the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 expiration of this Agreementsixty (60) day period, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the termination by the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companyis effective. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety Within thirty (9030) days after the date of termination, unless Section 3.6 is applicable to this payment, the Company shall pay to the Executive a lump sum cash payment equal to the aggregate amount of twenty-four (24) months of the base salary as in effect prior to the date of notice of termination. The Executive’s participation in the life, medical, dental, vision, AD&D, prescription drug, long-term disability and executive medical reimbursement programs provided to the Executive prior to the date of notice of termination shall be continued or equivalent benefits provided by the Company, at the Company’s expense, for a period of employmenttwo (2) years from the date of the Executive’s Separation from Service. Also, provided that within thirty (30) days after the date of termination, unless Section 3.6 is applicable to this payment, the Company has received shall pay to the signed general release Executive a lump sum cash payment equal to the value of claims agreement coverage under the Company’s executive life insurance program, personal health services allowance and health club benefit program for a period equal to twenty-four (24) months. The Company shall pay to the Executive a pro rata share of the Bonus for the year in which the termination occurs based on the Executive’s Bonus program and the results of the Company for that fiscal year determined as provided in Section 3.1. The pro rata Bonus shall be paid in a lump sum within sixty (60) days after the end of the applicable fiscal year, unless Section 3.6 is applicable to this payment. The Company shall also pay to the Executive all benefits to which the Executive has a vested right at the time of termination in accordance with the terms of the plans, documents or agreements governing those benefits. The Executive shall be fully vested in any unvested grants of equity, stock option or restricted stock unit awards previously received and shall be fully vested in any prior year awards that remain unvested or any awards made for the fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan. All vested awards under any equity incentive or other incentive programs shall be paid in accordance with the terms of the governing plan or program, notwithstanding any provision of the governing plan or program calling for forfeiture of benefits upon termination. Within thirty (30) days after the date of termination, unless Section 3.6 is applicable, the Company shall also pay the Executive a separation from service lump sum cash payment for the year in which termination occurs equal to twice the highest amount of the Bonus paid or payable in respect of the three previous fiscal years prior to the year in which termination occurs as well as a separation from service equity award equal to the highest restricted stock award granted during the three previous fiscal years prior to the year in which termination occurs. The separation from service equity award described above shall be paid in the form of a grant of unrestricted shares of common stock of the Company; provided, however, that if for any reason a grant of such shares cannot rescinded be made to the Executive, then the separation from service equity award shall be paid in the form of a lump sum cash payment in an amount determined by multiplying (i) the closing price for the common stock of the Company, as reported on the New York Stock Exchange, as of the day immediately preceding the payment date, times (ii) the number of shares that otherwise would have been granted under the separation from service equity award. In accordance with the “Policy Regarding Stockholder Approval of Severance Agreements,” which was adopted by the Board of Directors on December 6, 2006 (the “Severance Policy”), all payments and Benefits (as such agreement within term is defined in the rescission period Severance Policy) provided pursuant to this Section 3.4 are subject to and shall not exceed the Severance Benefits Limitation set forth in the Severance Policy. In the event that the aggregate present value of all payments and Benefits (as such agreement. Executive shall have no duty term is defined in the Severance Policy) to mitigate damages be provided under this Section 6(b) during 3.4 would, but for the applicable severance period andpreceding sentence, exceed the Benefits Threshold (as such term is defined in the event Executive Severance Policy), the payments and Benefits shall subsequently receive income from providing Executive’s services be reduced or forgone to comply with the Severance Benefits Limitation set forth in the Severance Policy by first reducing the pro rata Bonus payment, next reducing any person or entity, including self employment income, or otherwise, other lump sum cash payments and then no such income shall in any manner offset or otherwise reduce reducing 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlBenefits provided.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and (ii) any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 100% of Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and the denominator of which is 365 and, 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; (iiiii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iiiiv) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under clauses (ii), (iii) and (iv) of the third sentence of this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 (ii) of the third sentence of this paragraph shall be paid on the ninetieth (90th) calendar day after the date of Executive’s termination of employment, and the severance benefits described in clauses (iii) and (iv) 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 Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that that, in the case of amounts described in clauses (ii), (iii) and (iv) of the third sentence of this Section 6(b), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. Executive’s employment may also be terminated without Cause by the Company at any time. Upon Executive’s termination without Cause by the Company, the Company shall: (i) Pay Executive the Accrued Compensation (as defined in Section 5(a) herein); and (ii) Pay a “Severance Payment” (as defined hereinafter in this Section 5(b)). The amount of the “Severance Payment” shall be determined as follows: (iii) If termination occurs during the Initial Term, the Company shall provide Executive with severance compensation in the form of salary continuation at 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 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits all amounts due under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b5(b)(iii) during the applicable severance period andin accordance with the Company’s customary payroll practices; (iv) If termination occurs after the Initial Term, in the event Executive Severance Payment shall subsequently receive income from providing be the amount equal to one half (1/2) of 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 Base Salary as of the termination date. The Company hereunder. Notwithstanding anything herein to the contrary, shall pay all amounts due under this Section 6(b5(b)(iv) shall not apply if 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 employment is terminated by the Company or a succeeding entity without Cause upon or within one year monthly COBRA premiums (which will be subject to taxes and applicable withholdings) for continuation of a Change of Control at any time during the Term as described in health coverage for eighteen (18) months post termination subject to Section 7 hereof. In such case, Section 7 5(d) of this Agreement shall controland Section 409A of the Internal 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) Intentionally omitted; and (vii) The Severance Payment will be subject to withholding for taxes and other applicable deductions. The Parties agree and acknowledge that Executive will not be entitled to or owed any other compensation or benefits not listed in this Section 5(b) under this Agreement or otherwise if he is terminated without Cause, or, as set forth below, if he terminates for Good Reason.

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 Outside a Change in Control Period; Termination by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written noticeExecutive for Good Reason Outside a Change in Control Period. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive 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 that Executive’s employment is terminated by the Company outside a Change in Control Period (as defined in Section 7 below) for reasons other than death, Total Disability or a succeeding entity without Cause upon Cause, or within one year Executive terminates his employment for Good Reason outside of a Change in Control Period, the Company shall pay the following amounts to Executive: (i) Any accrued but unpaid Base Salary for services rendered to the date of Control termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination, and any earned but unpaid bonuses for any prior calendar year. (ii) Any benefits accrued through the date of termination to which Executive 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) Subject to Executive’s execution of the Release (as defined in Section 7), Executive shall be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives of the Company, pro-rated for the fiscal year in which the Executive is terminated. (iv) Subject to Executive’s execution of the Release (as defined in Section 7), an amount equal to two (2) times the sum of Executive’s Base Salary plus his Target Annual Bonus (in each case, as then in effect), of which one-half shall be paid in a lump sum within the calendar quarter in which the 60th day falls after the employment termination date and one-half shall be paid during the two (2) year period beginning in the calendar quarter within which the 60th day following Executive’s employment termination date falls and continuing at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period. (v) Subject to Executive’s execution of the Release (as defined in Section 7), the Company will continue for Executive and Executive’s spouse and eligible dependents coverage under the Company’s health benefit plan and disability benefit plans, in which Executive was a participant at any time during the Term as described in Section 7 hereof. In such casetwelve-month period prior to the date of termination, Section 7 until the earliest to occur of this Agreement shall control.(A) twenty-four

Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate this Agreement and Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) unpaid the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with Executive's employment termination for a period of twelve (12) months after the then applicable bonus plan or program to employment termination (the effective date of termination"Severance Period"); (ii) during the Severance Period, the Company will pay Executive an additional monthly severance in an amount equal to Executive’s thenone-current Base Salary twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for a period the last three fiscal years, the average shall be calculated using the number of eighteen (18) monthsfiscal years Executive has been employed with the Company); and (iii) if during the Severance Period, the Company will pay Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up an additional monthly severance amount equal to eighteen One Hundred Forty percent (18140%) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 COBRA Premium Rate. For purposes of this Agreement, and must executethe term "COBRA Premium Rate" means the monthly amount charged, return, not rescind and comply with a general release of claims agreement in favor as of the Company and related entities and individualstermination date, within the timeframe and in a form to be prescribed by for COBRA continuation coverage under the Company's group medical and dental plans for the coverage options and coverage levels applicable to Executive and his covered dependents immediately prior to the termination date. The Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be paid in equal installments according subject to all applicable payroll tax withholdings. Other than the normal payroll scheduleforegoing, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Executive under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.

Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then A. The Company shall pay the Executive an amount equal to the sum of one (1) times the Executive’s then current Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is 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. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost. D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall controlor the Company’s Employee Benefit Plans.

Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate It is expressly acknowledged and agreed that if Executive’s employment with shall be terminated by Company for any reason, except as set forth in Sections 6.1, and 6.2(i), then all of the obligations under Sections 1 through 5 of the Company without Cause by giving written notice to Executive, which termination and Executive shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If cease except that the Company terminates Executive’s employment shall pay, or provide the following benefits, to Executive without Cause, further recourse or liability to the Company’s obligation to Executive shall be limited solely to : (i) unpaid Base Salary 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; (ii) severance in an amount equal to the unpaid portion of Executive’s then-current Current Base Salary earned through the Termination Date; (ii) an amount equal to the prorata Annual Management Bonus for a the completed portion of the current annual pay period of eighteen (18) months; and where the total Annual Management Bonus is determined in accordance with Section 5.2; (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an amount equal to the value of Executive’s COBRA premiums vacation accrued as of the Termination Date; (iv) one (1) year’s Current Base Salary as severance in pay continuation. Payment of this severance will be made in bi-weekly payments for one (1) year (the health insurance coverage “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”), Executive will continue to be eligible for medical, dental and vision plans in which Executive was a period participant at the Termination Date. The Company will continue to pay the employer portion of up 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 eighteen month basis until the earlier to occur of (18A) monthsone (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, payments 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 be made on a the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly basis when the premiums are duethereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, under the Total Salary Continuation Period shall be governed offset by separate applicable agreements entered into between income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other 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 Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 other applicable provisions of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. or resignation by the Executive for Good Reason (not in connection with a Change in Control) (a) The Company shall have will pay the right, at any time during Executive severance pay in the Term, to terminate form of continuation of the Executive’s employment with then-current Basic Salary (ignoring any decrease that forms the Company without Cause by giving written notice to basis for the Executive’s resignation for Good Reason, which termination shall be effective thirty if applicable) for twelve (3012) calendar days from months following the date Termination Date (such period of time, the “Non-CIC Severance Period”, and such written noticeaggregate Basic Salary amount payable, the “Non-CIC Severance”). The Company may provide thirty (30) days pay Non-CIC Severance will be paid in lieu of notice. If the Company terminates Executive’s employment without Cause, substantially equal instalments on the Company’s obligation regular payroll schedule over the Non-CIC Severance Period, subject to Executive such deductions as the Company is required by law to make, shall be limited solely to reduced by any Basic Salary received by the Executive during any period of Garden Leave and shall be inclusive of any P▇▇▇▇; provided, however that no portion of the Non-CIC Severance (iexcept for any P▇▇▇▇ instalment which is due) unpaid Base Salary plus any accrued but unpaid benefits will be paid prior to the date that the general release of claims in the Settlement Agreement becomes effective date of termination(the “Release Date”), and any unpaid bonus earned such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; (b) The Company will pay to the Executive in monthly instalments, subject to such deductions as the Company is required by law to make, a fully taxable cash payment equal to the coverage premium for the Executive (and the Executive’s covered dependents, as applicable) health insurance coverage in effect on the Termination Date and/or provide the Executive with continued access to the Company’s health insurance scheme until the earliest of: (1) the twelve (12) month anniversary of the date on which notice to terminate the Employment is given in accordance with the then applicable bonus plan terms of this Agreement or; (2) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or program self-employment; (c) The Company will pay the Executive an amount equal to the effective prorated portion of the Annual Bonus for the calendar year in which the Termination Date occurs (calculated using the Target Bonus for the number of days in that calendar year that have passed prior to the Termination Date or, if earlier, the date of termination; commencement of any period of Garden Leave) (iithe “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on or before the 60th day following the Termination Date; (d) severance The Company will make a lump sum cash payment to the Executive in an amount equal to any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s thenemployment terminates, such payment to be made no later than the normal payment date for such Annual Bonus; and (e) Effective as of the Termination Date, the vesting and exercisability of all outstanding equity awards covering the Parent’s ordinary shares that are held by the Executive immediately prior to the Termination Date shall be accelerated such that Executive shall be treated, for vesting purposes, as if he had vested pro rata until the Termination Date or, if later, the date on which his employment would have terminated had he not been paid a P▇▇▇▇ (save that such equity awards shall not vest as to more than 100 per cent.). The Non-current Base Salary CIC Severance Benefits provided to the Executive pursuant to this clause 17.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy, or program. Any damages caused by the termination of the Executive’s employment without Cause outside the Change in Control Measurement Period would be difficult to ascertain; therefore, the Non-CIC Severance Benefits for a period of eighteen (18) months; and (iii) if which the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums pursuant to this clause 17.5 in exchange for the health insurance coverage for a period of up Settlement Agreement are agreed to eighteen (18) monthsby the parties as liquidated damages, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreementserve as full compensation, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlpenalty.

Termination by the Company Without Cause. The Company shall have the right, may terminate Executive’s employment with or without Cause (as defined in Section 6.2 below) at any time during the Term, to terminate period of 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 provide thirty (30) days pay in lieu of noticeemployment. If the Company terminates Executive’s employment without Cause, Company shall, immediately after the Termination Date (as defined in Section 6.6 below), pay to Executive (i) 12 months of his base Salary, (ii) annual target cash incentive bonus, in effect on the date of the Executive’s separation from the Company, (iii) an amount equal to a prorated portion of his target annual bonus for the portion of the calendar year completed prior to the Termination Date, and shall also pay Executive any amount equal to up to twelve (12) months on an after-tax basis, of the portion of the Executive’s applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums for such coverage that exceeds the amount that the Executive would have incurred in premiums for such coverage under the Company’s health plan if then employed by the Company; provided, however, the Company’s obligation shall only apply to the extent COBRA coverage is elected and in effect during such period for a period of 12 months in equal monthly installments following such termination (together the "Severance Payments"). Severance Payments made to Executive shall be limited in addition to any other benefits earned by Executive or to which Executive was entitled prior to such termination without Cause including, without limit, any vested stock options, any already earned but unpaid bonus for a prior completed year, any earned but unused vacation days, and the prompt reimbursement of any expenses incurred by the Executive on behalf of the Company prior to termination of employment, and any pro-rated bonus. A termination by the Executive for Good Reason shall be treated the same as a termination by the Company without Cause. “Good Reason” shall include, (a) Executive’s resignation from employment with the Company after the occurrence of any of the following events without Executive’s consent; (b) a material diminution in the Executive’s duties, title, or responsibilities from the duties, title, or responsibilities as of immediately prior to a Change in Control, provided, that a material diminution of the Executive’s duties, title, or responsibilities shall not be deemed to occur solely because the Company, through a Change in Control, has become a part of a larger organization; (c) a material reduction in the Executive’s Base Salary from the Base Salary as of immediately prior to a Change in Control; (d) a relocation of the Executive’s primary place of employment to a geographic area that increases the commute of the Executive by more than thirty-five (35) miles from the primary place of employment immediately prior to a Change in Control; or (e) failure of any successor corporation (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform under this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, that the foregoing events shall not be deemed to constitute Good Reason unless (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date Executive has notified the Company in writing of terminationthe occurrence of such event(s) within sixty (60) days of such occurrence, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal the Company has failed to Executive’s then-current Base Salary for a period have cure such event(s) within thirty (30) days of eighteen (18) months; its receipt of such written notice, and (iii) if the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment terminates employment within thirty (30) days of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor such failure of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlcure.

Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate this Agreement and Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely immediately terminate, except: (a) the Company shall pay Executive that portion of her Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) unpaid the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with Executive's employment termination for a period of nine (9) months after the then applicable bonus plan or program to employment termination (the effective date of termination"Severance Period"); (ii) during the Severance Period, the Company will pay Executive an additional monthly severance in an amount equal to Executive’s thenone-current Base Salary twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for a period the last three fiscal years, the average shall be calculated using the number of eighteen (18) monthsfiscal years Executive has been employed with the Company); and (iii) if during the Severance Period, the Company will pay Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up an additional monthly severance amount equal to eighteen One Hundred Forty percent (18140%) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 COBRA Premium Rate. For purposes of this Agreement, and must executethe term "COBRA Premium Rate" means the monthly amount charged, return, not rescind and comply with a general release of claims agreement in favor as of the Company and related entities and individualstermination date, within the timeframe and in a form to be prescribed by for COBRA continuation coverage under the Company's group medical and dental plans for the coverage options and coverage levels applicable to Executive and her covered dependents immediately prior to the termination date. The Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be paid in equal installments according subject to all applicable payroll tax withholdings. Other than the normal payroll scheduleforegoing, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Executive under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive 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 that your employment is terminated by the Company or a succeeding entity without Cause pursuant to Section 10(d), the Company shall compensate you as follows: (i) Any accrued but unpaid Base Salary as of the date of termination for services rendered to the date of termination; (ii) Any accrued but unpaid expenses required to be reimbursed pursuant to Section 3; (iii) Any vacation accrued to the date of termination; and (iv) As your sole damages and conditioned upon or within your execution and delivery of a general release in favor of the Company, its employees, Officers, Directors and Affiliates the Company agrees to provide you with the following benefits: (a) one year of Base Salary payable over twelve (12) months;and those perquisites effective at the time of the termination (i.e., cell phone) including those normally provided to active full time senior executives; (b) pro-rated bonus based on greater of the current year plan or prior year actual bonus or at your option a Change combination of Control at any time the pro-rated bonus and senior executive outplacement service during the Term severance period, with such combination not to exceed the total amount of the pro-rated bonus; however, in the event the amount of the pro-rated bonus does not cover the cost of outplacement service, at your option, in lieu of paying the pro-rated bonus, the Company will pay for outplacement services up to a maximum fee of $20,000. Outplacement services would be provided by a nationally recognized executive outplacement firm; (c) the Company will pay medical and dental coverage for one year under COBRA (d) the Company will continue payment of the premiums for one year on the life insurance (3x salary) as described outlined in 3e; (e) In the event a minimum of 125,000 shares of the initial grant, as outlined in 3c(i), have not already vested on their scheduled annual vesting dates as of your termination date, then a sufficient number of shares subject to the Option will be accelerated as of the employment termination date so that a total of 125,000 shares have vested. (f) During the period in which you must report executive officer securities transactions under applicable securities laws and regulations (under present regulations, up to six months from the termination date), you may not sell, transfer or dispose of Genta securities beneficially owned by you or otherwise engage in a reportable transaction with respect to Genta securities beneficially owned by you. Thereafter, all vested stock options shall be exercisable for up to one year beyond the termination date of the expiration of the then applicable executive officer reporting requirements, but not later than the expiration date of the option. The benefits to which you may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 7 hereof. In 3 hereof shall be determined and paid in accordance with the terms of such caseplans, Section 7 of this Agreement shall controlpolicies and arrangements.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 her receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 second sentence of this paragraph shall be paid within ninety (90) calendar days after the date of Executive’s termination of employment, and the severance described in clause (ii) of the second sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that that, in each case, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company shall have the rightExcept as provided below, 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 provide thirty (30) days pay in lieu of notice. If if the Company terminates Executive’s the employment of the Executive without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the from and after such effective date of termination, the Executive shall no longer be entitled to receive any Base Salary, bonus or equity awards, or other amounts or benefits otherwise payable hereunder, except such continuation and/or conversion rights as required by law or provided under the terms of any Company sponsored employee benefit plan or agreement executed by the Company and any the Executive. Notwithstanding the foregoing, the Executive shall be entitled to receive the following: Any previously earned and accrued but unpaid Base Salary up to the Executive's date of termination (the "Accrued Base Salary"); Any unpaid bonus earned in accordance with for the then applicable bonus plan or program calendar year prior to the effective date year in which the termination occurs which may be owed pursuant to the terms of terminationthe Bonus Plan described in Section III.b. above (the "Accrued Bonus"); (ii) Subject to the provisions of Section VIII.f., a lump sum severance payment in an amount equal to one and five tenths (1.5) times the Executive’s then-current 's Base Salary for a period in effect immediately preceding the date of eighteen termination (18) monthsthe "Severance Benefit"); and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to All equity incentive awards, including stock options and restricted stock units, awards shall be governed treated in accordance with the terms of the 2005 Plan or such other applicable equity plan of the Company or agreement executed by separate applicable agreements entered into between Executive the Company and the CompanyExecutive as the same may be in effect from time to time, as applicable, that control such equity awards. As a condition The Company shall, subject to his receipt Section III.b., Section IX.k. and the terms and conditions of the post-employment payments and benefits any applicable plan document(s) or agreement(s), pay all amounts due under this Section 6(b), Executive must VIII.b. within sixty (60) days following the Executive's effective date of termination. Nothing above shall be in compliance with Section 5 of this Agreement, and must execute, return, construed as requiring a payment under the Bonus Plan that would not rescind and comply with a general release of claims agreement in favor otherwise be required to made under the terms of the Company and related entities and individualsBonus Plan. Notwithstanding the foregoing, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that if the Company has received terminates the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 Executive without Cause upon or within one year of following a Change of Control at any (as defined in the CC Plan as in effect from time during to time), then the Term Executive shall be entitled only to the payments and rights as described provided in Section 7 hereof. In such case, Section 7 of this Agreement shall controlVII.

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, or fails to renew Executive’s employment at the end of the Original Term or any Renewal Term for reasons that do not constitute Cause, in exchange for a release of all claims Executive may have against the Company’s obligation , its affiliates, and its or their officers, directors, employees and agents, in addition to the Accrued Obligations: (1) Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in receive an amount equal to (A) two times Executive’s then-then current Base Salary plus (B) two times the Average Annual Bonus (the “Severance Payment”); plus (2) Executive shall be paid a pro rata Annual Bonus based on the Company’s actual performance through the Termination Date (or the most recently preceding date for which such performance is readily measurable), subject to any applicable performance formula for the year of termination for purposes of Section 162(m) of the Code. Such amount shall be payable in a period single lump sum cash payment as soon as practicable after written certification by the Compensation Committee of eighteen the Board of any applicable Section 162(m) performance goals, but no later than March 15 of the year following the year of the Termination Date; plus (183) months; With respect to outstanding, unvested LTI Awards, (A) time-vesting LTI Awards shall become immediately and fully vested, and (iiiB) if performance-vesting LTI Awards shall vest pro rata based on actual performance as provided in Paragraph 4(a); plus (4) Executive is eligible for shall receive an amount equal to two years of COBRA premiums based on the terms of Company’s group health plan and timely elects Executive’s coverage under such plan as of the Termination Date (regardless of any COBRA election actually made by Executive or the actual COBRA coverage for period under Company’s group health insurance coverage, payment plan) (the “COBRA Payment”); plus (5) Any unvested portion of Executive’s COBRA premiums for balance in the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are dueDC Plan shall become fully vested. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, The Severance Payment shall be governed paid to Executive in 24 equal monthly installments beginning on the first regularly scheduled payroll date occurring on or immediately after the 30th day following the Termination Date (or the 60th day after the Termination Date if the Company determines that the Executive is required by separate applicable agreements entered into between Executive and the Company. As law to have a condition 45-day period to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general consider any release of claims agreement in favor of as provided below) (the Company and related entities and individuals, within “First Payment Date”). Any Severance Payment that would otherwise have been paid prior to the timeframe and in a form to be prescribed by the Company. The severance First Payment Date shall be paid in equal installments according to on the normal payroll scheduleFirst Payment Date. In addition, the first payment to Executive to COBRA Payment shall be made in a single lump sum on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreementFirst Payment Date. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 Payment of the Company hereunder. Notwithstanding anything herein to Severance Payment, COBRA Payment and pro rata Annual Bonus are each conditioned on Executive signing a release as required by this Paragraph 4(a)(ii) and such release becoming irrevocable on or before the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlFirst Payment Date.

Termination by the Company Without Cause. (a) The Executive understands that by complying with this paragraph 13 the Company satisfies its entire obligation under common law and statute to provide notice or pay in lieu of notice to the Executive in the event that the Executive’s employment is terminated without cause and the Executive hereby waives any claim to any other payments or benefits from the Company. (b) The Company shall have may terminate the right, Executive’s employment without cause at any time during by providing the TermExecutive with twelve (12) months’ written notice, to terminate pay in lieu of written notice, or a combination thereof (with the Executive’s effective termination date arising from his termination without cause defined as the “Termination Date”), subject to the conditions specified in this paragraph 13. (c) In the event that the Company terminates the Executive’s employment without cause in accordance with this paragraph 13 and for greater certainty, the Company will continue to pay the Executive’s Base Salary up to the Termination Date; pay the value of any unused accrued vacation entitlement of the Executive pro-rated for that portion of the calendar year up to the Termination Date or as may be required by the ESA; and reimburse the Executive for any unpaid business expenses (with such accrued amounts owing by the Company to the Executive in connection with the Executive’s cessation of employment with the Company without Cause by giving written notice defined as the “Accrued Obligations”). (d) If the Company elects to Executive, which termination shall be effective thirty (30) calendar days from provide the date of such written notice. The Company may provide thirty (30) days Executive with pay in lieu of notice. If notice under paragraph 13(a) above, the amount of pay provided by the Company terminates will consist of only the Executive’s employment without CauseBase Salary (the “Severance Amount”), and the Severance Amount will not include any Annual Bonus payment or other bonus or incentive payment (including any long term incentives), vacation pay, allowance, benefits, or any other compensation, amount or entitlement that the Executive may be eligible to receive under this Agreement or otherwise. The Severance Amount will be subject to all required statutory deductions and withholdings. For greater certainty, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to will remain eligible for the effective date of terminationFinal Full Fiscal Year Annual STIP Bonus and the Prorated Annual STIP Bonus, as applicable, in accordance with, and any unpaid bonus earned in accordance with subject to, the then applicable bonus plan or program to the effective date terms of termination; (iiparagraph 6(b) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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. . (e) The severance Severance Amount shall be paid in equal installments according to for the normal period of time covered by paragraph 13(a) (the “Severance Period”) in accordance with the Company’s established payroll schedule, practices at the first payment to Executive to be made on time of the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that (the Company has received “Severance Payments”). The Executive will be subject to the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no common law duty to mitigate damages during the Severance Period. If the Executive mitigates in whole or in part during the Severance Period, the Company may deduct the Executive’s mitigation earnings (regardless of: (i) the source of such earnings, i.e. employment, consulting, contract work, etc.; and (ii) whether such earnings are earned personally by the Executive or through a corporate entity controlled by the Executive) from the Severance Payments due under this Section 6(bAgreement. The Executive acknowledges and agrees that the Executive has a duty to report all of the Executive’s mitigation earnings to the Company. (f) during For greater certainty, in no circumstances will the applicable severance period and, Executive receive less notice or pay in lieu of notice from the Company arising from the Executive’s termination without cause than the Executive is entitled to receive under the ESA. (g) The Executive understands that by complying with this paragraph 13 the Company satisfies its entire obligation under common law and statute to provide notice or pay in lieu of notice to the Executive in the event Executive 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 that 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 without cause and the Company Executive hereby waives any claim to any other payments or a succeeding entity without Cause upon or within one year of a Change of Control at any time during benefits from the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlCompany.

Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if 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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or as provided ​ ​ ​ in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then ​ A. The Company shall pay the Executive an amount equal to the sum of 0.5 (zero point five) times the Executive’s Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later. ​ ▇. ▇▇ 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. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost. ​ D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall control.or the Company’s Employee Benefit Plans. ​

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 provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary 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; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. 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 the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, 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 severance benefits set forth in clauses (ii) and (iii) of the third sentence hereof shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive 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 upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.

Termination by the Company Without Cause. The Company shall have the right, may terminate this Agreement and Executive’s employment at any time during the Term, to terminate for any reason. If this Agreement and Executive’s employment with the Company without Cause by giving written notice is terminated pursuant to this Section 5.3 for reasons other than Cause, Executive’s death or disability, which termination Executive shall be have no right to receive any compensation or benefit hereunder on and after the effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty the termination of employment other than: (30a) days pay Annual Salary earned and accrued under this Agreement prior to the effective date of termination and any earned but unpaid bonus; (b) an additional six (6) months of Annual Salary at the rate in lieu effect at termination payable in the form of notice. If the Company terminates Executive’s employment without Causesalary continuation, subject to applicable withholding taxes, payable in accordance with the Company’s obligation normal payroll practices; (c) an amount equal to the bonus that Executive would have received for the year of termination if Executive had remained employed throughout the calendar year, 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 be limited solely to notify the Company immediately upon acceptance of employment with another employer; (ie) unpaid Base Salary plus any accelerated vesting of Executive’s equity awards with service vesting through the next six (6) months; (f) earned, accrued but unpaid and vested benefits under this Agreement prior to the effective date of termination, and any unpaid bonus earned in accordance with subject to the then terms of the plans applicable bonus plan or program thereto; and (g) reimbursement under this Agreement for expenses incurred prior to the effective date of termination; (ii. The amounts due under Sections 5.3(b) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iiic) if shall not be paid or given unless Executive is eligible for executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit A) (the “Release Agreement”) and timely elects COBRA coverage for health insurance coverage, payment the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are dueemployment becomes effective. 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 the post-employment payments and benefits The Annual Salary due under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of 5.3(b) (the Company and related entities and individuals, within the timeframe and in a form “Severance”) shall commence to be prescribed by paid to Executive on the Company. The severance 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 shall be paid in equal installments according the second calendar year; and (y) in all events, subject to the normal payroll scheduleeffectiveness of the Release Agreement, the first payment Severance shall be paid prior to Executive to be made on March 15 of the next scheduled payroll date that occurs within ninety (90) days after year following the date year in which the termination of Executive’s termination of employment, provided that employment becomes effective. The pro-rated bonus due under Section 5.3(c) shall be paid to Executive at such time when the Company has received pays bonuses to its senior executives, but in no event earlier than the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, date provided in the event Executive preceding sentence. The Company 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 pay the payment obligations premiums due under Section 5.3(d) each month at the time the Company normally pays the insurer of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if ExecutiveCompany’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year group health insurer on behalf of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlits remaining employees.