Common use of Termination by the Executive for Good Reason Clause in Contracts

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.

Termination by the Executive for Good Reason. (a) The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Agreement at any time for Good Reason, as amended)hereinafter defined. In the event of termination under this Section 4.2, which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted entitled to terminate his employment receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this subsection unless he notifies the Company Agreement, in writing that he does not approve of the directors selected addition to serve on the Board after the merger or similar transaction described herein;such amounts: (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his severance in the form of salary as provided continuation at the Executive’s Base Salary rate in Section 3(aeffect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) hereof through months commencing on the end effective date of termination of employment (the current Term“Severance Period”); and (2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall continue to provide pay to the Executive an amount equal to such Annual Bonus pro rated for the benefits provided in Section 6 hereof through the end portion of the current Termperformance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company; (3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and (4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (3ii) all each other Benefit program to the extent permitted under the terms of such program. (b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.following (without Executive’s express written consent):

Termination by the Executive for Good Reason. The Executive may electterminate her employment under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s duties or responsibilities, other than any such reduction which is remedied by the Company within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the CompanyBoard of Trustees within ninety (90) days of the occurrence of such event constituting Good Reason, such and (B) the Board of Trustees fails to remedy the circumstances giving rise to the Executive’s notice to be effective immediately upon within thirty (30) days of receipt by of notice. The Executive must terminate her employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company shall be defined to terminate his employment hereunder if: (1) The include any successor to the Company sells all or substantially all of its assets and which has assumed the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock obligations of the Company own less than a majority of the outstanding shares of the voting capital through merger, acquisition, stock of the resulting entity (whether purchase, asset purchase, or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedotherwise.

Termination by the Executive for Good Reason. The Notwithstanding any other provision of this Agreement, the Executive may elect, terminate his employment hereunder at any time during the Term of Employment for Good Reason by giving thirty (30) days’ prior written notice to the Company, such notice to be effective immediately upon receipt by Company that the Company, Executive intends to terminate his employment hereunder iffor Good Reason and setting forth the basis of the Good Reason with reasonable specificity. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation and benefits whatsoever, to: (1a) The Company sells all or substantially all an amount equal to two (2) times the Executive’s annual Base Salary at the rate in effect at the time of its assets and his termination, which shall be paid out in equal installments over twenty-four (24) months from the Executive is not retained or otherwise has his employment terminateddate of termination at the same frequency as the Company’s regular payroll payments; (2b) The Company merges or consolidates with another business entity in a transaction immediately following which earned but unpaid Base Salary through the holders date of all termination of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described hereinemployment; (3c) More than fifty (50%) percent any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the outstanding shares of entire calendar year preceding the voting capital stock of the Company are acquired by a person or group (as such terms are used calendar year in Section 13(d) of the Securities Exchange Act of 1934which termination occurs, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall but not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described hereinyet paid; (4d) The Company defaults in making reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1; (e) an amount equal to any accrued but unused vacation or other paid time off as of the payments required under this Agreement termination of employment; (f) such rights to other benefits as may be provided in applicable written plan documents and said default continues agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for a one hundred eighty the Executive and his eligible dependents, at the Company’s expense, for eighteen (18018) day period months after the Executive has given termination of employment or, at the Company written notice of the Company’s option, payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Termeconomic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and (2h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall continue to provide to be paid by the Executive the benefits provided in Section 6 hereof through the end Company within fifteen (15) days of the current Term; date of termination of employment. Any and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall vest immediately and be paid at the term later of sixty (60) days following the option shall continue for date of termination or the period date(s) specified in the option had the employment of the Executive not been so terminatedapplicable written plan documents or agreements.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in writing that he does not approve a substantial diminution of the directors selected to serve on the Board after the merger Executive’s duties or similar transaction described herein; (3) More responsibilities other than fifty (50%) percent of the outstanding shares of the voting capital stock of any such reduction which is remedied by the Company are acquired by within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not be permitted exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such event constituting Good Reason, and (B) the Board of Trustees fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this subsection unless he notifies Section 5(c) at a time agreed reasonably with the Company Company, but in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a event within one hundred eighty fifty (180150) day period after days from the Executive has given the Company written notice initial occurrence of the payment defaultan event constituting Good Reason. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)For purposes of Good Reason, then (1) the Company shall continue be defined to pay include any successor to the Executive his salary as provided in Section 3(a) hereof Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the non-renewal of the Employment Period at the end of the current Term; (2) Initial Term or the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue Renewal Term does not constitute termination without Cause or resignation for the period specified in the option had the employment of the Executive not been so terminatedGood Reason.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: for Good Reason. For purposes of this Agreement, “Good Reason” means, in the absence of a written consent of the Executive: (1i) The a significant adverse and non-temporary change, diminution or reduction, for any reason, in the Executive’s current authority, title, reporting relationship or duties as Chief Financial Officer, excluding for this purpose any action not taken in bad faith and that is remedied by the Company sells all not more than thirty (30) days after receipt of written notice thereof given by Executive; (ii) a reduction in the Base Salary; (iii) a material reduction in employee welfare and retirement benefits applicable to the Executive, other than any reduction in employee welfare and retirement benefits generally applicable to Company employees or substantially all of its assets and as equally applied to executives in connection with an extraordinary decline in the Company’s fortunes; (iv) a reduction in the indemnification protection provided to the Executive herein or within the Company’s organizational documents; (v) the Board continuing, after reasonable notice from Executive, to direct Executive either: (I) to take any action that in the Executive’s good-faith, considered and informed judgment violates any applicable legal or regulatory requirement, or (II) to refrain from taking any action that in the Executive’s good-faith, considered and informed judgment is not retained mandated by any applicable legal or otherwise has his employment terminated; regulatory requirement; (2vi) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all Board requiring the Executive to relocate outside of the outstanding shares New York City metropolitan area (exclusive of the voting capital stock incidental travel for or on behalf of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); providedor (vii) a material breach by the Company of this Agreement. If circumstances arise giving the Executive the right to terminate this Agreement for Good Reason, howeverthe Executive shall within 90 days notify the Company in writing of the existence of such circumstances, that specifically citing this Section 4(f), and the Company shall have 45 days from receipt of such notice within which to investigate and remedy the circumstances (“Good Reason Cure Period”), after which 45 days the Executive shall have an additional 45 days within which to exercise the right to terminate for Good Reason. If the Executive does not timely do so the right to terminate for Good Reason shall lapse and be deemed waived, and the Executive shall not be permitted thereafter have the right to terminate his employment for Good Reason unless further circumstances occur giving rise independently to a right to terminate for Good Reason under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended4(f), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The with the Company sells all during the Employment Period for “Good Reason,” which shall mean termination based upon the occurrence of one or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all more of the outstanding shares following without the consent of the voting capital stock Executive: (i) a material reduction in or the assignment of duties materially inconsistent with the Executive’s authority, duties, responsibilities and status; (ii) a material reduction in the Executive’s Annual Base Salary; (iii) the failure of the Company own less than a majority to continue in effect any of the outstanding shares Company’s short-term and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executive’s participation therein on substantially the same basis, both in terms of the voting capital stock amount of benefits provided and the level of the resulting entity (whether or not Executive’s participation relative to other participants, as existed immediately prior to the resulting entity is Change in Control of the Company); provided(iv) the failure of the Company to obtain an agreement on terms reasonably satisfactory to both the Executive and the Company from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, however, as contemplated in Section 6 hereof; (v) a material reduction in the budget over which the Executive retains authority; (vi) a material change in the primary geographic location at which the Executive performs his duties under this Agreement; and (vii) any other action or inaction that constitutes a material breach by the Company of any provision of this Agreement. Any termination of the Executive’s employment based upon a good faith determination of “Good Reason” made by the Executive shall not be permitted subject to terminate his employment under this subsection unless he notifies a delivery of a Notice of Termination by the Executive to the Company in writing that he does not approve the manner prescribed in Section 3.6 within 15 days from the date the Executive knew or should have known of the directors selected first occurrence of an event that would constitute Good Reason and subject further to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock ability of the Company are acquired by to remedy within 30 days of receipt of such notice any action that may otherwise constitute Good Reason under this Section 3.4. Notwithstanding the foregoing, any changes in the employment relationship between the Executive and the Company as a person or group (as such terms are used in Section 13(d) result of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the short-term of the option shall continue for the period specified in the option had the employment disability of the Executive (e.g., a change in the Executive’s authority, duties, responsibilities, or status, budgetary control, etc.) shall not been so terminatedconstitute “Good Reason” hereunder.

Termination by the Executive for Good Reason. The Notwithstanding any other provision of this Agreement, the Executive may elect, terminate his or her employment hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.13 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive's obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to: (a) an amount equal to two (2) times the Executive's annualized Base Salary at the rate in effect at the time of his or her termination, which shall be paid out in equal installments for the duration of the Restriction Period at the same frequency as the Company's regular payroll payments; (b) earned but unpaid Base Salary through the date of termination of employment; (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (d) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in written plan documents and agreements; (e) reimbursement for expenses incurred but not paid prior to such notice termination of employment pursuant to Section 5.1; (f) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (g) such rights to other benefits as may be effective immediately upon receipt by provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to terminate his employment hereunder if: (1) The Company sells all or substantially all the terms and conditions of its assets such documents and the Executive is not retained or otherwise has his employment terminatedagreements, and as further set forth in Sections 4.1 and 4.2 of this Agreement; (2h) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all continuation of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity Executive's primary group health insurance (whether excluding Exec-U-Care or not the resulting entity is substitute benefits), at the Company); provided's expense, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board for eighteen (18) months after the merger or similar transaction described herein; (3) More than fifty (50%) percent termination of employment or, at the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Company's option, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Termeconomic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and (2i) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(e) and 6.4(f) shall continue to provide to be paid by the Executive the benefits provided in Section 6 hereof through the end Company within sixty (60) days of the current Term; date of termination of employment. Any and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of amounts owed by the Company under Sections 6.4(d), 6.4(g) and 6.4(h) shall vest immediately and be paid at the term later of sixty (60) days following the option shall continue for date of termination or the period date(s) specified in under the option had the employment of the Executive not been so terminatedapplicable written plan documents or agreements.

Termination by the Executive for Good Reason. The Executive’s employment pursuant to this Agreement may be terminated by the Executive may elect, by written notice prior to the Company, such notice to be effective immediately upon receipt by expiration of the Company, Term in the event the Executive has “Good Reason” to terminate his employment hereunder ifemployment, which shall mean the following: (1i) The Company sells all Any material adverse change in the Executive’s status or substantially all of its assets and position, including, without limitation, any material diminution in the Executive’s position, duties, responsibilities or authority or the assignment to the Executive is not retained of any duties or otherwise has his employment terminated;responsibilities that are inconsistent with the Executive’s status or position as of the Effective Date, excluding a reduction or elimination of status, position, duties, responsibilities or authority with respect to the human resources or information technology functions; or (2ii) The Company merges A reduction in the Executive’s annual Base Salary as the same may be increased from time to time or consolidates with another business entity failure to pay same; or (iii) A reduction in a transaction immediately following the Target Bonus which could be paid to the holders of all Executive under the Bonus Plan below 60% of the outstanding shares of Executive’s Base Salary or a failure to pay when due any bonus earned for a completed performance period in accordance with the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity applicable bonus plan (whether or not the resulting entity is the Company“Earned Bonus”); provided, provided however, that the Company’s failure to actually award any bonus to the Executive, or the Company’s actually awarding a bonus to the Executive which is less than the Target Bonus in each case in accordance with the applicable bonus plan, shall not constitute Good Reason; or (iv) The breach by the Company of any of its material obligations under this Agreement; or (v) The relocation of the Company’s principal executive offices to a location that increases the Executive’s commuting distance by more than thirty-five (35) miles or the Company requiring the Executive to be based anywhere other than the Company’s principal executive offices, except for required travel substantially consistent with the Executive’s business obligations; or (vi) The Company provides the Executive a notice of non-renewal of the Term under Section 2(b) hereof. Prior to the Executive being permitted to terminate his employment under this subsection unless he notifies for Good Reason, the Company in writing that he does not approve of the directors selected shall have sixty (60) days to serve on the Board after the merger cure any such alleged breach, assignment, reduction or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934requirement, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given provides the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)actions or omissions constituting such breach, then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedassignment, reduction or requirement.

Termination by the Executive for Good Reason. (a) The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Agreement at any time for Good Reason, as amended)hereinafter defined. In the event of termination under this Section 4.2, which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted entitled to terminate his employment receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this subsection unless he notifies the Company Agreement, in writing that he does not approve of the directors selected addition to serve on the Board after the merger or similar transaction described herein;such amounts: (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his severance in the form of salary as provided continuation at the Executive’s Base Salary rate in Section 3(aeffect on the date the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) hereof through months commencing on the end effective date of termination of employment (the current Term“Severance Period”); and (2) if and to the extent the Milestones are achieved for the Annual Bonus for the year in which the Severance Period commences (or, in the absence of Milestones, the Board has, in its sole discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall continue to provide pay to the Executive an amount equal to such Annual Bonus pro rated for the benefits provided in Section 6 hereof through the end portion of the current Termperformance year completed before the Executive’s employment terminated, such payment to be made on the date such Annual Bonus would have been payable to the Executive had the Executive remained employed by the Company; (3) any of the Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the Severance Period or, if earlier, until the latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”), and to the extent that the terms of any Equity Award are inconsistent with this clause (3), the terms of this clause (3) shall control, provided, however that nothing herein shall alter an Equity Award’s Latest Expiration Date; and (4) for the duration of the Severance Period, the Executive shall continue to be eligible to participate in (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (3ii) all each other Benefit program to the extent permitted under the terms of such program. (b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.following (without Executive’s express written consent):

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment for Good Reason by giving written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, Executive’s intention to terminate his employment hereunder iffor Good Reason. Such written notice shall describe with reasonable specificity (a) the particular act, acts, or omission that provides the basis for the Executive’s termination for Good Reason; and (b) one or more reasonable and acceptable remedy(ies) for such act, acts or omission. The Company shall be given thirty (30) calendar days from the receipt of such notice to cure such act, acts, or omission as stated in the foregoing notice. During such cure period, the Executive shall continue to perform as set forth herein. If after thirty (30) calendar days, the Company is unable to cure such act, acts, or omission that was the written basis for termination by the Executive for Good Reason the Executive shall terminate his employment with the Company under this Section 6.4. In the event of a termination for Good Reason, the Executive shall be entitled, in lieu of any other compensation and benefits whatsoever, to the following: (1a) in addition to any earned and non-paid Installment of Base Salary at the rate in effect at the time of his termination through the date of termination of employment, an amount equal to three (3) months of Executive’s Base Salary in effect at the time of termination. However, should Executive terminate this Agreement under this provision during the final three (3) months of the Term, then he shall be entitled to an amount equal to the Base Salary he would have received had the Term expired on its own accord. (I) the forgoing amount (set out in Section 6.4 (a) above) shall be paid to Executive in equal monthly payments during the Restriction Period. The Company sells all or substantially all first of its assets and the Executive is not retained or otherwise has his employment terminatedmonthly payments shall be made upon satisfaction of the conditions set forth in Section 8.3; (2b) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reimbursement for expenses incurred but not paid prior to such termination of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described hereinemployment; (3c) More than fifty (50%) percent such rights to other payments and benefits as may be provided in applicable plans and programs of the outstanding shares Company, according to the terms and conditions of the voting capital stock of the Company are acquired by a person or group such plans and programs; and (as such terms are used in Section 13(dd) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay subject to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately Restricted Area and the term of the option shall continue for the period specified Restriction Period provision set forth herein in the option had the employment of the Executive not been so terminatedSections 1.19 and 1.20 respectively.

Termination by the Executive for Good Reason. The Executive may elect, by terminate his employment hereunder for Good Reason at any time upon thirty (30) days prior written notice to the Board of Directors of the Company. Only the following shall constitute "Good Reason" for such termination: (i) Failure by the Company to perform fully the terms of this Agreement other than an isolated, such insubstantial and inadvertent failure not occurring in bad faith and remedied by the Company promptly (but not later than five (5) days) after receiving notice to be effective immediately upon receipt by thereof from the Executive; (ii) Any reduction in the Executive's Base Salary from the Company, to terminate his employment hereunder if:unless such reduction is agreed upon in advance by the Executive; (1iii) The assignment to the Executive of any duties inconsistent in any material respect with his position or with his authority, duties or responsibilities as President of the Company, or any other action by the Company sells which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and remedied by the Company promptly (but not more than five (5) days) after receipt of notice thereof given by the Executive; (iv) Failure by the Company to continue in effect any benefit, retirement or compensation plan (including all or substantially all plans of its assets and any nature described in this Agreement) in which the Executive is not retained participating as of the date hereof (or otherwise has his employment terminatedplans providing substantially similar or greater benefits), or the Company takes any action which would adversely affect the Executive's participation in or reduce the Executive's benefits under any of such plans or deprive the Executive of any fringe benefit or perquisite enjoyed by the Executive as of the date hereof; (2v) The Company merges or consolidates with another business entity Any change, without the Executive's consent, in a transaction immediately following which the holders of all place of the outstanding shares Executive's principal place of the voting capital stock of the Company own less than employment to a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More location more than fifty (50%) percent of miles outside the outstanding shares of the voting capital stock of primary metropolitan statistical area including Washington, D.C.; or (vi) Any failure by the Company are acquired to obtain an assumption and agreement to perform this Agreement by a person or group (as successor to the Company. In such terms are used in Section 13(d) of the Securities Exchange Act of 1934event, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted have no further obligations to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required except his obligations under this Agreement Section 7 hereof and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay be entitled to the Executive his salary as provided termination benefits set forth in Section 3(a5(d) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedabove.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason” for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President Operations of the Employer or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive’s responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of the current Term; (2) the Company shall continue to provide Salary that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer’s benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The In the event of any: (A) reduction by Flagship of the Executive’s Annual Base Salary; (B) material diminution by Flagship in the Executive’s authority, duties, or responsibilities from those specified in Section 2; (C) change by Flagship of the principal location at which the Executive is required to perform his duties for Flagship to a new location that is at least forty (40) miles from Flagship’s offices located at Boca Raton, FL; (D) other material breach of this Agreement by Flagship that has not been cured within fifteen (15) days after written notice thereof has been provided by the Executive to Flagship and the Parent Company (each, “Good Reason”), the Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment with Flagship and the Term hereunder ifby providing written notice thereof to Flagship, which shall describe in reasonable detail the basis for such Good Reason termination. In the event of termination by the Executive of his employment with Flagship for Good Reason, the Executive shall receive the following compensation from Flagship in connection with such termination: (1A) The Company sells all or substantially all of its assets and his Annual Base Salary through the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all expiration of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company)initial Term payable in accordance with Flagship’s payroll practices and subject to withholding in accordance with applicable law; provided, however, that the Executive Executive’s right to receive such post-termination Annual Base Salary payments shall not be permitted subject to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor executing and delivering to Flagship a release in the holders of form attached hereto as Exhibit B (the majority of ”Release”) and not revoking such Release during the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; seven (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (1807) day period after such execution and delivery; (B) any reimbursable expenses for which the Executive has given the Company written notice not yet been reimbursed by Flagship as of the payment default. If date of termination; and (C) any other rights and vested benefits (if any) provided under employee benefit plans and programs of Flagship, determined in accordance with the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end applicable terms and provisions of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; such plans and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedprograms.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. . If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.

Termination by the Executive for Good Reason. The Executive may electterminate his employment hereunder for Good Reason and, by in that event, subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, shall be entitled to all payments and benefits which the Executive would have been entitled to receive under Section 5(e) hereof as if termination had occurred thereunder and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. “Good Reason” shall mean only (A) the occurrence, without the Executive’s express written consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (viii), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, to terminate his employment hereunder if: occurrence of Good Reason within ninety (190) The Company sells all or substantially all of its assets and days following the date on which the Executive is not retained first knew or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reasonably should have known of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement occurrence and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to or provide to the Executive any compensation or benefits to which the benefits provided Executive is entitled hereunder, (iv) (A) a material adverse change in Section 6 hereof through the end of Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the current Term; and (3) all of the options granted assignment to the Executive hereunder to purchase shares of any duties or responsibilities that are substantially inconsistent with the common stock of the Company shall vest Executive’s status, positions, titles, offices or responsibilities as in effect immediately and the term of the option shall continue for the period specified in the option had the employment before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not been so terminatedbe deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location, other than the Company’s Boston headquarter offices;, (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than. twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in San Diego, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement”), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; or (viii) the provision of notice by the Company of non-renewal of this Agreement.

Termination by the Executive for Good Reason. (a) The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder ifat any time for Good Reason upon the occurrence, without the express written consent of the Executive, of any of the following: (1i) The Company sells a reduction in the Executive's then current Base Salary or target award opportunity under the Corporation's annual Bonus plan; (ii) the termination or material reduction of any employee benefit or perquisite enjoyed by him (other than as part of an across-the-board reduction applicable to all executive officers of the Corporation); (iii) the Executive is not elected (or appointed) or reelected (or reappointed) to any of the executive officer positions described in Section 2.1 or is removed from any such position; (iv) a material diminution in the Executive's duties or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive's ability to function as the President and Chief Executive Officer of the Corporation; (v) the failure to continue the Executive's participation in any incentive compensation plan (including, for greater certainty the EISCP) unless a plan providing a substantially similar opportunity is substituted; (vi) the failure of the Corporation to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of its the business or assets and of the Corporation on or before the date of such succession, unless the Executive is shall have personally received the opinion of counsel to the Corporation that such transaction does not retained or otherwise has his employment terminatedhave an adverse legal effect on the rights of the Executive hereunder; (2vii) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all any relocation of the outstanding shares Executive's principal place of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, employment that would require the Executive shall not be permitted to terminate relocate his employment under this subsection principal place of residence to any location more than thirty miles from Tampa, Florida, unless he notifies the Company in writing that he does not approve of the directors selected Executive consents to serve on the Board after the merger or similar transaction described herein;such relocation; or (3viii) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a5.4(a) hereof through the end below; which, in any of the current Term; foregoing events, has not been remedied or cured by the Corporation within a reasonable period after notice from the Executive. (2b) In the Company event the Executive terminates this Agreement for Good Reason, he shall continue to provide be entitled to the Executive the same payments and benefits provided in Section 6 hereof through the end of the current Term; and 5.2 above. (3c) all of the options granted Notwithstanding any other provision in this Section 5.3, prior to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of date the Executive becomes Chief Executive Officer, clause (iii) of Section 5.3(a) shall not been so terminatedapply, and clause (iv) of Section 5.3(a) shall be read to refer to the functions of Chief Operating Officer and President. This Section 5.3(c) shall not limit the application of Section 1.2 above.

Termination by the Executive for Good Reason. (a) The Executive may electterminate the Executive’s employment and his performance of service as a member of the Board at any time for Good Reason (as hereinafter defined), by upon written notice from the Executive to the Company, such notice to be Company in connection with his resignation for Good Reason setting forth the effective immediately upon receipt by the Company, to terminate his employment hereunder if: date of termination (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies less than thirty (30) business days from the Company in writing that he does not approve date such notice is given). (b) In the event of a termination of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his Executive’s employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder Good Reason pursuant to this Section 7(d), then 6.6(a): (1i) the Company shall will pay to Executive any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Executive’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the date of such termination; (iii) the Company will pay to Executive any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Executive his salary then current Base Salary for the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Executive terminates his employment and performance of service as provided in Section 3(a) hereof through the end a member of the Board for Good Reason during the period commencing on the thirtieth (30th) day immediately preceding a Change in Control and ending on the first anniversary date of a Change in Control, the Company will (i) continue to pay to Executive his then current Term; Base Salary for the twenty-four (224) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company’s election, in accordance with the Company’s payroll practices in effect from time-to-time and (ii) pay to Executive a bonus equal to two times the highest Annual Bonus received by Executive during the three most recently completed fiscal years of the Company. Except as specifically set forth in this Section 6.6, the Company shall continue to provide have no other liability or obligation hereunder by reason of such termination. (c) Notwithstanding any other provision in this Agreement to the contrary, Executive the benefits provided in Section 6 hereof through the end of the current Term; hereby agrees and (3) all of the options granted acknowledges that he will not be entitled to the Executive hereunder to purchase shares of the common stock of and the Company shall vest immediately have no obligation to pay or provide any amount or benefit provided under Section 6.6 of this Agreement unless Executive executes and delivers to the term Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the option shall continue for the period specified Age Discrimination in the option had the employment of the Executive not been so terminatedEmployment Act.

Termination by the Executive for Good Reason. The Executive may elect, by terminate this Agreement at any time upon at least 5 days' written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of if the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making breaches any of the payments required under material terms of this Agreement and said default continues for a one hundred eighty Agreement, including but not limited to the failure of the Office of the CEO to operate in accordance with the terms set forth in Appendix A attached hereto. (180i) day period after If the Executive gives notice of termination as provided above, the Company shall have 5 days to cure such breach. If the breach is cured, (A) the Executive has given the option to elect to keep this Agreement in full force and effect or (B) if despite the Company's curing during the allowed time period, the Executive still wishes to terminate this Agreement, he may do so, provided however that the Company written notice shall have no further obligations to him and the provisions of the payment default. Section 10(d)(ii) shall not come into effect. (ii) If the Executive elects gives notice of his intent to terminate his employment hereunder this Agreement due to the failure of the Office of the CEO to comply with the terms of Appendix A prior to June 30, 2003, and the Company fails to cure as described above, then on the effective date of termination (defined as the 6th day after the notice was served on the Company) and in consideration for executing a Separation and Release Agreement in the form customarily used by the Employer ( a form of which will be mutually agreed upon within 30 days of the execution of this agreement and attached here to as Exhibit B) at the time of termination, the Employer shall (A) accelerate the vesting of all the then unvested shares of restricted stock that were granted to the Executive pursuant to this Agreement prior to the date on which notice of termination was given, (B) shall owe to the Executive a sum equal to the amount of base salary which (at the then-current rate) would otherwise have been paid to the Executive during the period from the date of termination through June 30, 2003, and (C) owe the Executive $450,000 less sums already paid for bonus payments according to the terms of Section 2(b)(i). The aforesaid sums described in (B) and (C) above, of shall be payable to Executive in substantially equal and successive installments, all of which shall be paid on or about the same dates on which payments of salary are made to other Executives of the Employer. Executive acknowledges that the acceleration pursuant to this Section 7(d)10(d) is in substitution for, then (1) and not in addition to, any severance policy or similar policy or program followed by the Company shall continue Employer or any Affiliate, and Executive hereby waives any such rights to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.receive any payments under any such other policies

Termination by the Executive for Good Reason. The Executive may electterminate his employment hereunder for Good Reason and, by in that event, subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, shall be entitled to all payments and benefit’s which the Executive would have been entitled to receive under Section 5(e) hereof as if termination had occurred thereunder and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. “Good Reason” shall mean only (A) the occurrence, without the Executive’s express written consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (viii), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, to terminate his employment hereunder if: occurrence of Good Reason within ninety (190) The Company sells all or substantially all of its assets and days following the date on which the Executive is not retained first knew or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reasonably should have known of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement occurrence and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to or provide to the Executive any compensation or benefits to which the benefits provided Executive is entitled hereunder; (iv) (A) a material adverse change in Section 6 hereof through the end of Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the current Term; and (3) all of the options granted assignment to the Executive hereunder to purchase shares of any duties or responsibilities that are substantially inconsistent with the common stock of the Company shall vest Executive’s status, positions, titles, offices or responsibilities as in effect immediately and the term of the option shall continue for the period specified in the option had the employment before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not been so terminatedbe deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in San Diego, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement”), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; or (viii) the provision of notice by the Company of non-renewal of this Agreement.

Termination by the Executive for Good Reason. The Executive may electhas the right, by written notice to at any time during the Company, such notice to be effective immediately upon receipt by the CompanyTerm, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority for Good Reason (as defined below) by giving written notice to the Company as described in this Section 6(d) below. Prior to the effectiveness of termination for Good Reason, the outstanding shares of Company shall be given thirty (30) calendar days’ prior written notice from the voting capital stock of Executive, specifically identifying the resulting entity (whether or not the resulting entity is the Company)reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 6(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring the Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be permitted limited solely to (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s then-current Base Salary for a period of twelve (12) months; and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(d) 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. The Executive has the right, at any time during the Term, to terminate his employment under this subsection unless he notifies with the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group without Good Reason (as such terms are used in Section 13(ddefined above) of by giving written notice to the Securities Exchange Act of 1934, as amended)Company, which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on termination shall be effective sixty (60) calendar days from the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company such written notice of the payment defaultnotice. If the Executive elects to terminate terminates his employment hereunder pursuant to this Section 7(d)without Good Reason, then (1) the Company shall continue to pay Company’s obligation to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide be limited solely to the Executive the benefits provided in Section 6 hereof through the end payment of the current Term; and (3) all of the options granted unpaid Base Salary accrued up to the Executive hereunder to purchase shares effective date of the common stock of the Company shall vest immediately termination plus any accrued but unpaid bonus and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedbenefits.

Termination by the Executive for Good Reason. The Executive may elect, by terminate his employment hereunder for Good Reason at any time upon thirty (30) days prior written notice to the Board of Directors of the Company. Only the following shall constitute "Good Reason" for such termination: (i) Failure by the Company to perform fully the terms of this Agreement other than an isolated, such insubstantial and inadvertent failure not occurring in bad faith and remedied by the Company promptly (but not later than five (5) days) after receiving notice to be effective immediately upon receipt by thereof from the Executive; (ii) Any reduction in the Executive's Base Salary from the Company, to terminate his employment hereunder if:unless such reduction is agreed upon in advance by the Executive; (1iii) The assignment to the Executive of any duties inconsistent in any material respect with his position or with his authority, duties or responsibilities as Chief Executive Officer of the Company, or any other action by the Company sells which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and remedied by the Company promptly (but not more than five (5) days) after receipt of notice thereof given by the Executive; (iv) Failure by the Company to continue in effect any benefit, retirement or compensation plan (including all or substantially all plans of its assets and any nature described in this Agreement) in which the Executive is not retained participating as of the date hereof (or otherwise has his employment terminatedplans providing substantially similar or greater benefits), or the Company takes any action which would adversely affect the Executive's participation in or reduce the Executive's benefits under any of such plans or deprive the Executive of any fringe benefit or perquisite enjoyed by the Executive as of the date hereof; (2v) The Company merges or consolidates with another business entity Any change, without the Executive's consent, in a transaction immediately following which the holders of all place of the outstanding shares Executive's principal place of the voting capital stock of the Company own less than employment to a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More location more than fifty (50%) percent of miles outside the outstanding shares of the voting capital stock of primary metropolitan statistical area including Washington, D.C.; or (vi) Any failure by the Company are acquired to obtain an assumption and agreement to perform this Agreement by a person or group (as successor to the Company. In such terms are used in Section 13(d) of the Securities Exchange Act of 1934event, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted have no further obligations to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required except his obligations under this Agreement Section 7 hereof and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay be entitled to the Executive his salary as provided termination benefits set forth in Section 3(a5(d) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedabove.

Termination by the Executive for Good Reason. The Notwithstanding any other provision of this Agreement, the Executive may elect, terminate his or her employment hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.14 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive's obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to: (a) an amount equal to one (1) times the Executive's annualized Base Salary at the rate in effect at the time of his or her termination, which shall be paid out in equal installments for the duration of the Restriction Period at the same frequency as the Company's regular payroll payments; (b) earned but unpaid Base Salary through the date of termination of employment; (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (d) reimbursement for expenses incurred but not paid prior to such notice termination of employment pursuant to Section 5.1; (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (f) such rights to other benefits as may be effective immediately upon receipt by provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to terminate his employment hereunder if:the terms and conditions of such documents and agreements; Executive's Initials ______ Company's Initials ______ (1g) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all continuation of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity Executive's group health insurance (whether including Exec-U-Care or not the resulting entity is substitute benefits), at the Company); provided's expense, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board for eighteen (18) months after the merger or similar transaction described herein; (3) More than fifty (50%) percent termination of employment or, at the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Company's option, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Termeconomic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and (2h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall continue to provide to be paid by the Executive the benefits provided in Section 6 hereof through the end Company within sixty (60) days of the current Term; date of termination of employment. Any and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall vest immediately and be paid at the term later of sixty (60) days following the option shall continue for date of termination or the period date(s) specified in under the option had the employment of the Executive not been so terminatedapplicable written plan documents or agreements.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company other than following a Former Employer Claim, (iii) by NAI-1535116251v3 the Company due to a Non-Renewal, or (iv) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or otherwise has his employment terminated; (B) if such termination occurs upon or within two (2) The Company merges or consolidates years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with another business entity this sum payable in a transaction immediately lump sum on the first payroll date following the date on which the holders of all of Release has become effective ((A) and (B), collectively, the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company“Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall not be permitted become fully vested on the date the Release becomes effective (with any such awards that vest subject to terminate his employment under this subsection unless he notifies performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company in writing that he does not approve shall provide the Executive with continued medical and dental insurance coverage until the earlier of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent first anniversary of the outstanding shares of Termination Date, and the voting capital stock date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company are acquired by a person or group during such period (as “Benefits Continuation”). Regardless of when such terms are used in Section 13(d) of the Securities Exchange Act of 1934termination occurs, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; Benefits Continuation shall be conditioned upon: (2x) the Company shall continue to provide to the Executive the benefits provided in Executive’s continued compliance with his obligations under Section 6 hereof through the end 4 of the current Term; this Employment Agreement, and (3y) all the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified “Release”) substantially in the option had form attached hereto as Exhibit A, within 45 days after the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The Executive may electterminate this Agreement, by at his election, ten days after written notice to the CompanyCompany in the event that (i) the Executive's principal office is relocated more than 25 miles from its current location; (ii) the Executive's titles, such notice to be effective immediately upon receipt by the Companyduties, to terminate his employment hereunder if: (1) The Company sells all responsibilities or substantially all of its assets authority as set forth in sections 1.1 and the Executive is not retained 1.3 are materially diminished or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity materially altered in a transaction way not commensurate with any of his titles, duties, responsibilities or authority immediately following which before and after the holders execution and delivery of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company)this Agreement; provided, however, that any changes in titles, duties, responsibilities or authority that are made within six months following the Effective Date and that are reasonable and appropriate in connection with the integration of the business operations of the Company with the other operations of Allegheny Ventures shall not constitute Good Reason so long as the Executive's titles, duties, responsibilities and authority are generally consistent with, and not diminished from those in place immediately prior to the execution and delivery of this Agreement; (iii) the Company fails to provide the Executive with such office assistance and administrative support as contemplated in section 1.3(f); (iv) a breach by the Company of its obligations hereunder; (v) termination of the Other Executive without Cause; and (vi) termination of employment with the Company by either of the Other Executives for the reasons set forth in sub-sections (i), (ii), (iii), (iv) and (v) of this section 3.3. Upon termination of the Employment Term pursuant to this section 3.3, the Executive shall not be permitted entitled to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve payment of the directors selected Base Compensation (and Deferred Compensation) for the duration of the Employment Term and all benefits for either (X) the duration of the Employment Term or (Y) for one year, whichever is greater. In addition, Allegheny shall cause (i) the maximum number of shares of Allegheny's common stock (except for the Escrow Shares (as defined in the Purchase Agreement)) to serve which such Executive would have been entitled pursuant to section 1 of the Purchase Agreement had this Agreement not been terminated as determined by the Average Parent Share Price (as defined in the Purchase Agreement) on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent date of the outstanding shares of the voting capital stock of the Company are acquired by such termination, if a person or group Switchover Event (as such terms are used defined in Section 13(dthe Purchase Agreement) has not occurred or the Executive has elected to be governed by section 1.02(a)(i)(y)(B) of the Securities Exchange Act of 1934, Purchase Agreement or by the Average Parent Share Price (as amended), which person or group includes neither defined in the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company Purchase Agreement) on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after Closing Date if the Executive has given the Company written notice elected to be governed by section 1.02(a)(i)(y)(A) of the payment default. If Purchase Agreement, to be immediately released from the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then Escrow Fund (1as defined in the Purchase Agreement) the Company shall continue to pay and delivered to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current TermExecutive; and (3ii) all Allegheny shall cause the maximum number of shares of Allegheny's common stock to which such Executive would have been entitled upon the satisfaction of the options granted conditions set forth in section 2.01 of the Purchase Agreement to be immediately issued and delivered to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExecutive.

Termination by the Executive for Good Reason. The Executive may elect, by terminate his employment hereunder for Good Reason upon written notice to the Company. In such event, the Executive’s employment hereunder shall terminate on the date specified in the notice. In the event the Executive terminates his employment for Good Reason, provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as Exhibit A, the Company shall: (i) pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus two(2) times his Performance Bonus target for the year in which such notice termination occurs, and (ii) to be effective immediately upon receipt the extent permitted by the Company’s benefit plans, provide the benefits set forth in Section 3(e) then provided to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after of 24 months following the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder Executive’s termination pursuant to this Section 7(d)4(f) provided that, then (1) to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall continue to pay to the Executive, within thirty (30) days after the discontinuation of any such benefit(s), a lump sum payment of reasonably equivalent value to the discontinued benefit(s). The amount payable under subsection (i) above, shall be paid to the Executive his salary in one lump sum payment within thirty (30) days after the effective date of termination. In addition, the Executive shall be deemed fully vested, as provided in Section 3(a) hereof through the end of the current Term; effective date of such termination, in all accrued benefits under all retirement plans (2excluding any stock option plans) for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to the Company. Further, the Company shall continue to provide to reimburse the Executive for any amounts then due pursuant to Section 3(d) and shall pay the Executive’s Performance Bonus payment for the year preceding the year in which the Executive terminates his employment for Good Reason if then due and owing. The Executive shall be entitled, at his election and his sole cost and expense, to receive benefits provided in Section 6 hereof through pursuant to COBRA following the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified termination date Executive’s benefits as set forth in the option had the employment of the preceding sentence. The Executive not been so terminatedand his beneficiaries, shall be entitled to no other compensation under this Agreement following, or as a result of, a termination under these circumstances.

Termination by the Executive for Good Reason. The Notwithstanding any other provision of this Agreement, the Executive may elect, terminate his or her employment hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.13 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive's obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to: (a) an amount equal to two (2) times the Executive's Base Salary at the rate in effect at the time of his or her termination, which shall be paid out in equal installments for the duration of the Restriction Period at the same frequency as the Company's regular payroll payments; (b) earned but unpaid Base Salary through the date of termination of employment; (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (d) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in written plan documents and agreements; (e) reimbursement for expenses incurred but not paid prior to such notice termination of employment pursuant to Section 5.1; (f) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (g) such rights to other benefits as may be effective immediately upon receipt by provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to terminate his employment hereunder if: (1) The Company sells all or substantially all the terms and conditions of its assets such documents and the Executive is not retained or otherwise has his employment terminatedagreements, and as further set forth in Sections 4.1 and 4.2 of this Agreement; (2h) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all continuation of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is Executive's group health insurance, at the Company); provided's expense, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board for eighteen (18) months after the merger or similar transaction described herein; (3) More than fifty (50%) percent termination of employment or, at the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Company's option, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Termeconomic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and (2i) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(e) and 6.4(f) shall continue to provide to be paid by the Executive the benefits provided in Section 6 hereof through the end Company within sixty (60) days of the current Term; date of termination of employment. Any and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of amounts owed by the Company under Sections 6.4(d), 6.4(g) and 6.4(h) shall vest immediately and be paid at the term later of sixty (60) days following the option shall continue for date of termination or the period date(s) specified in under the option had the employment of the Executive not been so terminatedapplicable written plan documents or agreements.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to (A) the payment of an amount equal to his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained or otherwise has his employment terminated; employed by the Company during the applicable year and the denominator of which is 365 (2(A) The and (B), collectively, the “Severance Amount”). In addition, the Company merges or consolidates shall provide the Executive with another business entity in a transaction immediately following continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the holders of all of Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the outstanding shares of same cost to the voting capital stock Executive as to similarly situated senior executives of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity during such period (whether or not the resulting entity is the Company“Benefits Continuation”); provided, however, that . The Company shall also reimburse the Executive shall not be permitted to terminate his employment under this subsection unless he notifies for outplacement assistance during the Company in writing that he does not approve of the directors selected to serve 6-month period beginning on the Board Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Employer by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells Failure of the Employer to continue the Executive in the position of Chairman of the Board; (ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or (iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In event of termination in accordance with this Section 4(f), then the Employer (i) shall pay the Executive (A) as promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or substantially the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of its assets and the Employer's benefit plans, programs or offerings in which the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve participating on the Board after Termination Date (including without limitation any SERP or other benefits) to have been employed by the merger or similar transaction described herein; (3) More than fifty (50%) percent of Employer until the outstanding shares of the voting capital Expiration Date, with any vested stock of the Company are acquired by a person or group (as options remaining exercisable until such terms are used in Section 13(d) of the Securities Exchange Act of 1934date, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall provided they do not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedexpire.

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Employer by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells Failure of the Employer to continue the Executive in the position of Chairman of the Board; (ii) Material diminution in the nature or scope of the Executive's responsibilities, duties or authority; or (iii) Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In event of termination in accordance with this Section 4(f), then the Employer (i) shall pay the Executive (A) as promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) if this Agreement was extended through the Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or substantially the terms of such benefit plans). In addition, as of the Termination Date, the Executive shall be deemed for all vesting requirements contained in any of its assets and the Employer's benefit plans, programs or offerings in which the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve participating on the Board after Termination Date (including without limitation with respect to any SERP or other benefits and any unvested stock options) to have been employed by the merger or similar transaction described herein; (3) More than fifty (50%) percent of Employer until the outstanding shares of Expiration Date, with all vested stock options remaining exercisable until the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Benefits Termination Date, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall provided they do not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedexpire.

Termination by the Executive for Good Reason. The Termination by the Executive may electfor Good Reason shall mean termination of the Executive's employment by the Executive as a result of (i) the assignment to the Executive of any duties inconsistent in any substantial respect with the Executive's position, authority or responsibility or any substantial change in any such position, authority or responsibility including title; (ii) any failure by written the Company to comply with the terms of this Agreement or any other term of the Executive's employment (other than any insubstantial or inadvertent failure remedied promptly after receipt of notice from the Executive); (iii) any failure by the Company to diligently implement such policies, programs and systems as Executive, with the concurrence of the Company's auditors and the Company's Audit Committee, determines are necessary to prevent or correct "material weakness", as such term is used in auditing standards, in the financial and internal controls of the Company, its subsidiary, SIGI and any subsidiary, parent or affiliates of any of them for which the Executive is requested to perform any services hereunder, provided such notice failure is not attributable to be effective immediately upon receipt the actions, inactions or other terms defined under "cause" above, by the CompanyExecutive; (iv) any material reduction in salary or other compensation provided herein; (v) a requirement that the Executive be based at an office located more than 50 miles from the City of Stamford, Connecticut; (vi) any failure by the Company to terminate his obtain the assumption and agreement of any successor to perform this Agreement as contemplated herein. In the event that Executive's employment hereunder ifis so terminated or altered under this Section, Executive shall be entitled to receive: (1a) The Company sells all or substantially all Payments for twenty six (26) weeks of its assets and the Executive is not retained or otherwise has his employment terminatedcurrent Base Salary, paid in accordance with the executive officer payroll policy at the time of termination; (2b) The Company merges or consolidates with another Accrued vacation and personal days; and (c) Accrued business entity in a transaction immediately following which expenses pursuant to Section 7 not previously reimbursed. In addition to the holders of above payments if permitted under the appropriate plan documentation and if allowed by law, all of health, dental and life insurance coverage provided to Executive under the outstanding shares of the voting capital stock of Executive benefit plans will be extended for such period as the Company own less than a majority is obligated to make weekly Base Salary payments to Executive in terms of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); providedthis Section, howeveror, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934if longer, as amended)required by otherwise applicable law, which person or group includes neither the unless Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment defaultbecomes covered by other employer plans. If coverage extensions are not permitted by law or under the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)plans, then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide periodic bonuses equal to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to insurance premium cost, which would have been required as if the Executive hereunder to purchase shares of were covered under the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedplan.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to (A) the payment of an amount equal to his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained or otherwise has his employment terminated; employed by the Company during the applicable year and the denominator of which is 365 (2(A) The and (B), collectively, the “Severance Amount”). In addition, the Company merges or consolidates shall provide the Executive with another business entity in a transaction immediately following continued medical and dental insurance coverage until the earlier the first anniversary of the Termination Date, and the date upon which the holders of all of Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the outstanding shares of same cost to the voting capital stock Executive as to similarly situated senior executives of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity during such period (whether or not the resulting entity is the Company“Benefits Continuation”); provided, however, that . The Company shall also reimburse the Executive shall not be permitted to terminate his employment under this subsection unless he notifies for outplacement assistance during the Company in writing that he does not approve of the directors selected to serve 6-month period beginning on the Board Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President Manufacturing of the Employer's Films Division or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of the current Term; (2) the Company shall continue to provide Salary that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason” for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President Finance, Secretary and Treasurer of the Employer or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive’s responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of the current Term; (2) the Company shall continue to provide Salary that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer’s benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The Executive may electterminate her employment hereunder for Good Reason and, by in that event, subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, shall be entitled to all payments and benefits which the Executive would have been entitled to receive under Section 5(e) hereof as if termination had occurred thereunder and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. “Good Reason” shall mean only (A) the occurrence, without the Executive’s express written consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (viii), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, to terminate his employment hereunder if: occurrence of Good Reason within ninety (190) The Company sells all or substantially all of its assets and days following the date on which the Executive is not retained first knew or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reasonably should have known of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement occurrence and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to or provide to the Executive any compensation or benefits to which the benefits provided Executive is entitled hereunder; (iv) (A) a material adverse change in Section 6 hereof through the end of Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the current Term; and (3) all of the options granted assignment to the Executive hereunder to purchase shares of any duties or responsibilities that are substantially inconsistent with the common stock of the Company shall vest Executive’s status, positions, titles, offices or responsibilities as in effect immediately and the term of the option shall continue for the period specified in the option had the employment before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not been so terminatedbe deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in Boston, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; or (viii) the provision of notice by the Company of non-renewal of this Agreement.

Termination by the Executive for Good Reason. The (a) This Agreement and the Executive’s employment with the Company may be terminated by the Executive may electfor Good Reason, by written notice provided the following process is followed: (i) Within 6 months of the act or failure giving rise to Good Reason, the CompanyExecutive will provide the Company with the Executive’s intent to terminate the Executive’s employment for Good Reason (the “Good Reason Notice”), such notice to be effective detail the particular grounds on which the proposed termination is based; (ii) The Company will have 5 days following receipt of the Good Reason Notice to cure the act or failure to the extent possible; (iii) If the Company fails to cure the act or failure within such 5-day period, the Executive can terminate this Agreement and the Executive’s employment for Good Reason immediately upon receipt by providing the Company with written notice confirming the Executive’s termination on the basis of the Good Reason Notice, with this Agreement and the Executive’s employment terminating for Good Reason on the date set out in such written confirmation. (b) In the event this Agreement and the Executive’s employment is terminated by the CompanyExecutive for Good Reason, to terminate his employment hereunder ifthe Executive will be entitled to: (1i) The Company sells all or substantially all any earned but unpaid Base Salary through the date of its assets and the Executive is not retained or otherwise has his employment terminatedtermination; (2ii) The any earned Annual Bonus for the most recent fiscal year ended prior to the date of termination that remains unpaid as of the date of termination and a pro rata share of the Annual Bonus earned during the fiscal year in which the termination occurs based on the achievement of established targets set by the Compensation Committee of the Board pursuant to the Management Incentive Plan; (iii) any benefits due to the Executive under any employee benefit plan and any payments due to Executive under any Company merges policy, program, arrangement, or consolidates agreement including, without limitation, reimbursement for previously incurred expenses in accordance with another business entity the terms of such plans, policies, programs, arrangements or agreements, through the date of termination; and, (iv) a separation payment, payable in a transaction immediately following which lump sum, equal to 4.75 times the holders Base Salary as in effect at the time of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company)termination; provided, however, that if the Good Reason relates to a reduction in Base Salary, the amount used to calculate this payment shall be the Base Salary prior to such reduction. The Company will make all payments owing to the Executive shall not be permitted to terminate his employment under this subsection unless he notifies Section 9.5 (b) immediately following the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;termination. (3c) More than fifty (50%) percent of In addition to the outstanding shares of foregoing, in the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under event this Agreement and said default continues for a one hundred eighty (180) day period after the Executive’s employment is terminated by the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)for Good Reason, then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options any awards granted to the Executive hereunder pursuant to purchase shares the LTIP or other applicable incentive plan that have not been settled shall accelerate and immediately vest (to the extent not already vested) and become exercisable upon termination of the common stock Executive’s employment and all awards shall remain exercisable for a period of twelve (12) months following the termination of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExecutive’s employment.

Termination by the Executive for Good Reason. The Executive may electhas the right, by written notice to at any time during the Company, such notice to be effective immediately upon receipt by the CompanyTerm, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, the outstanding shares of Company shall be given thirty (30) calendar days’ prior written notice from the voting capital stock of Executive, specifically identifying the resulting entity (whether or not the resulting entity is the Company)reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall not be permitted have no obligation to terminate continue his employment under this subsection unless he notifies with the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; following such thirty (330) More than fifty (50%) percent of the outstanding shares of the voting capital stock of calendar day notice period unless the Company are acquired by a person or group (as such terms are cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 13(d) of the Securities Exchange Act of 1934, as amended6(c), which person or group includes neither the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring the Executive nor the holders to move his place of the majority employment more than 50 miles from his place of the outstanding shares of the voting capital stock of employment prior to such move, or (iii) a material breach by the Company on the date hereofof this Agreement; provided, however, provided that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the such case Executive has given the Company written notice of the payment defaultnot consented thereto. If the Executive elects to terminate terminates his employment hereunder pursuant to this Section 7(d)for Good Reason, then (1) the Company shall continue to pay Company’s obligation to the Executive his salary as provided 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 Section 3(a) hereof through accordance with the end then applicable bonus plan or program to the effective date of the current Termtermination; (2ii) the Company shall continue to provide a severance in an amount equal to the Executive the benefits provided in Section 6 hereof through the end Executive’s then-current Base Salary for a period of the current Termeighteen (18) months; and (3iii) all 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. As a condition to his receipt of the options granted to the post-employment payments and benefits under this Section 6(c), Executive hereunder to purchase shares must be in compliance with Section 5 of the common stock 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, in a form to be prepared by the Company. The severance shall vest immediately 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 after the Company’s receipt of the signed general release of claims agreement and the term expiration of the option any rescission period set forth in such agreement without rescission by Executive. Executive shall continue for the period specified in the option had the employment of the Executive not been so terminated.have no duty to mitigate damages under this Section

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or otherwise has his employment terminated; (B) if such termination occurs upon or within two (2) The Company merges or consolidates years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with another business entity this sum payable in a transaction immediately lump sum on the first payroll date following the date on which the holders of all of Release has become effective ((A) and (B), collectively, the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company“Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall not be permitted become fully vested on the date the Release becomes effective (with any such awards that vest subject to terminate his employment under this subsection unless he notifies performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the NAI-1535115226v4 Company in writing that he does not approve shall provide the Executive with continued medical and dental insurance coverage until the earlier of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent first anniversary of the outstanding shares of Termination Date, and the voting capital stock date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company are acquired by a person or group during such period (as “Benefits Continuation”). Regardless of when such terms are used in Section 13(d) of the Securities Exchange Act of 1934termination occurs, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue also reimburse the Executive for outplacement assistance during the 6- month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; Benefits Continuation shall be conditioned upon: (2x) the Company shall continue to provide to the Executive the benefits provided in Executive’s continued compliance with his obligations under Section 6 hereof through the end 4 of the current Term; this Employment Agreement, and (3y) all the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified “Release”) substantially in the option had form attached hereto as Exhibit A, within 45 days after the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or otherwise has his employment terminated; (B) if such termination occurs upon or within two (2) The Company merges or consolidates years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with another business entity this sum payable in a transaction immediately lump sum on the first payroll date following the date on which the holders of all of Release has become effective ((A) and (B), collectively, the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company“Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall not be permitted become fully vested on the date the Release becomes effective (with any such awards that vest subject to terminate his employment under this subsection unless he notifies performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company in writing that he does not approve shall provide the Executive with continued medical and dental insurance coverage until the earlier of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent first anniversary of the outstanding shares of Termination Date, and the voting capital stock date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company are acquired by a person or group during such period (as “Benefits Continuation”). Regardless of when such terms are used in Section 13(d) of the Securities Exchange Act of 1934termination occurs, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; Benefits Continuation shall be conditioned upon: (2x) the Company shall continue to provide to the Executive the benefits provided in Executive’s continued compliance with his obligations under Section 6 hereof through the end 4 of the current Term; this Employment Agreement, and (3y) all the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified “Release”) substantially in the option had form attached hereto as Exhibit A, within 45 days after the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The Executive may electterminate his employment hereunder for Good Reason and, by in that event, subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, shall be entitled to all payments and benefits which the Executive would have been entitled to receive under Section 5(e) hereof as if termination had occurred thereunder and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. “Good Reason” shall mean only (A) the occurrence, without the Executive’s express written consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (ix), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, to terminate his employment hereunder if: occurrence of Good Reason within ninety (190) The Company sells all or substantially all of its assets and days following the date on which the Executive is not retained first knew or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reasonably should have known of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement occurrence and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to or provide to the Executive any compensation or benefits to which the benefits provided Executive is entitled hereunder; (iv) (A) a material adverse change in Section 6 hereof through the end of Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the current Term; and (3) all of the options granted assignment to the Executive hereunder to purchase shares of any duties or responsibilities that are substantially inconsistent with the common stock of the Company shall vest Executive’s status, positions, titles, offices or responsibilities as in effect immediately and the term of the option shall continue for the period specified in the option had the employment before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles, or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not been so terminatedbe deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in Boston, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement”), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; (viii) the provision of notice by the Company of non-renewal of this Agreement; or (ix) the failure to elect the Executive to, or the removal of the Executive from, the Board.

Termination by the Executive for Good Reason. The Notwithstanding any other provision of this Agreement, the Executive may elect, terminate his employment hereunder at any time during the Term of Employment for Good Reason by giving thirty (30) days’ prior written notice to the Company, such notice to be effective immediately upon receipt by Company that the Company, Executive intends to terminate his employment hereunder iffor Good Reason and setting forth the basis of the Good Reason with reasonable specificity. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive’s Executive’s Initials jmb Company’s Initials pcw obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to: (1a) The Company sells all or substantially all an amount equal to two (2) times the Executive’s annual Base Salary at the rate in effect at the time of its assets and his termination, which shall be paid out in equal installments over twenty-four (24) months from the Executive is not retained or otherwise has his employment terminateddate of termination at the same frequency as the Company’s regular payroll payments; (2b) The earned but unpaid Base Salary through the date of termination of employment; (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1; (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for the Executive and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and (h) any and all amounts owed by the Company merges under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60) days following the date of termination or consolidates the date(s) specified in the applicable written plan documents or agreements. In the event of a termination by the Executive for Good Reason, in addition to the other amounts, rights and benefits provided in this Section 6.4, (i) the outstanding Three-Year Options shall continue to vest in accordance with another business entity in a transaction immediately following which their scheduled vesting during the holders two (2)-year period commencing on the date of termination and (ii) the Executive shall have Executive’s Initials jmb Company’s Initials pcw the right to exercise any or all of the outstanding shares vested Three-Year Options at any time during the two (2)-year period commencing on the date of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company)termination; provided, however, that in the event of a termination by the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company for Good Reason as a result of an event specified in writing that he does not approve of the directors selected to serve on the Board after the merger subparagraph (i) or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(dj) of the Securities Exchange Act of 1934Section 1.14, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay addition to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the other amounts, rights and benefits provided in this Section 6 hereof through the end of the current Term; and 6.4, (3i) all of the then-unvested outstanding stock options granted to the Executive hereunder pursuant to purchase the first sentence of Section 3.4 and all then-unvested outstanding restricted shares granted to the Executive pursuant to Section 3.5 shall immediately vest on the date of termination, (ii) any other outstanding stock options or restricted shares that were previously granted to the Executive (including annual stock option grants) shall continue to vest in accordance with their scheduled vesting during the two (2)-year period commencing on the date of termination, (iii) the Executive shall have the right to exercise any or all of the common Executive’s vested stock options at any time during the two (2)-year period commencing on the date of termination and (iv) if the date of termination is after June 30 of any calendar year (other than 2006), the Executive will be entitled to receive an Annual Bonus in respect of the calendar year in which termination occurs pursuant to the Company’s Annual Bonus Program for Corporate Senior Management, the amount of which will be prorated based on the number of days that the Executive was employed by the Company during such year. Such Annual Bonus shall vest immediately be payable at the time that annual cash bonuses are paid to the other participants in the Annual Bonus Program for Corporate Senior Management in respect for that year and shall be calculated in the term of same manner as the option shall continue annual cash bonuses for the period specified in other members of senior management, based on the option had the employment of assumption that the Executive not been so terminatedhad received a merit performance grade of “A” for such year.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if NAI-1535116332v5 such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or otherwise has his employment terminated; (B) if such termination occurs upon or within two (2) The Company merges or consolidates years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with another business entity this sum payable in a transaction immediately lump sum on the first payroll date following the date on which the holders of all of Release has become effective ((A) and (B) collectively, the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company“Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall not be permitted become fully vested on the date the Release becomes effective (with any such awards that vest subject to terminate his employment under this subsection unless he notifies performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company in writing that he does not approve shall provide the Executive with continued medical and dental insurance coverage until the earlier of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent first anniversary of the outstanding shares of Termination Date and the voting capital stock date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company are acquired by a person or group during such period (as “Benefits Continuation”). Regardless of when such terms are used in Section 13(d) of the Securities Exchange Act of 1934termination occurs, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; Benefits Continuation shall be conditioned upon: (2x) the Company shall continue to provide to the Executive the benefits provided in Executive’s continued compliance with his obligations under Section 6 hereof through the end 4 of the current Term; this Employment Agreement and (3y) all the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified “Release”) substantially in the option had form attached hereto as Exhibit A, within 45 days after the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained or otherwise has his employment terminatedin the position of Chief Executive Officer and President; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive Employer's failure to continue the Executive's appointment or election as a member of the Board shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;constitute Good Reason; or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) hereof if this Agreement was extended through the end Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, as of the current Term; (2) the Company shall continue to provide to Termination Date, the Executive the benefits provided shall be deemed for all vesting requirements contained in Section 6 hereof through the end any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date (including without limitation with respect to purchase shares of any SERP or other benefits and any unvested stock options) to have been employed by the common Employer until the Expiration Date, with all vested stock of options remaining exercisable until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive Benefits Termination Date, provided they do not been so terminatedexpire.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder iffor Good Reason upon notice to the Employer. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after the Employer has received written notice from the Executive setting forth in reasonable detail the nature of such Good Reason: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President and Chief Financial Office or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the outstanding shares event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the current Term; fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (2B) a lump sum payment, within 60 days after the Company shall continue Termination Date, equal to provide the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary and Average Bonus for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The Executive's employment pursuant to this Agreement may be terminated by the Executive may elect, by written notice prior to the Company, such notice to be effective immediately upon receipt by expiration of the Company, Term in the event the Executive has "Good Reason" to terminate his employment hereunder ifemployment, which shall mean the following: (1i) The Company sells all Any material adverse change in the Executive's status or substantially all of its assets and position, including, without limitation, any material diminution in the Executive's position, duties, responsibilities or authority or the assignment to the Executive is not retained of any duties or otherwise has his employment terminated;responsibilities that are inconsistent with the Executive's status or position as of the Effective Date; or (2ii) The Company merges A reduction in the Executive's annual Base Salary as the same may be increased from time to time or consolidates with another business entity failure to pay same; or (iii) A reduction in a transaction immediately following the Target Bonus which could be paid to the holders of all Executive under the Bonus Plan below 50% of the outstanding shares of Executive's Base Salary or a failure to pay when due any bonus earned for a completed performance period in accordance with the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity applicable bonus plan (whether or not the resulting entity is the Company"Earned Bonus"); provided, provided however, that the Company's failure to actually award any bonus to the Executive, or the Company's actually awarding a bonus to the Executive which is less than the Target Bonus in each case in accordance with the applicable bonus plan, shall not constitute Good Reason; or (iv) The breach by the Company of any of its material obligations under this Agreement; (v) The relocation of the Company's principal executive offices to a location that increases the Executive's commuting distance by more than thirty-five (35) miles or the Company requiring the Executive to be based anywhere other than the Company's principal executive offices, except for required travel substantially consistent with the Executive's business obligations; (vi) The Company provides the Executive a notice of non-renewal of the Term under Section 2(b) hereof; or (vii) Jeffrey Buchalter ceases to be the Chief Executive Officer o▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ any reason. Prior to the Executive being permitted to terminate his employment under this subsection unless he notifies for Good Reason, the Company in writing that he does not approve of the directors selected shall have sixty (60) days to serve on the Board after the merger cure any such alleged breach, assignment, reduction or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934requirement, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given provides the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)actions or omissions constituting such breach, then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedassignment, reduction or requirement.

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained or otherwise has his employment terminatedin the position of Chief Executive Officer and President; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; providedPROVIDED, howeverHOWEVER, that the Executive Employer's failure to continue the Executive's appointment or election as a member of the Board shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;constitute Good Reason; or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) hereof if this Agreement was extended through the end Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; (2) the Company shall continue to provide to Employer's benefit plans, programs or offerings in which the Executive is participating on the benefits provided Termination Date (including without limitation any supplemental executive retirement plan or benefit, including that benefit referenced in Section 6 hereof through Exhibit A of this Agreement) to have been employed by the end of Employer until the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The Executive may electhas the right, by written notice to at any time during the Company, such notice to be effective immediately upon receipt by the CompanyTerm, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority for Good Reason (as defined below) by giving written notice to the Company as described in this Section 6(d) below. Prior to the effectiveness of termination for Good Reason, the outstanding shares of Company shall be given thirty (30) calendar days’ prior written notice from the voting capital stock of Executive, specifically identifying the resulting entity (whether or not the resulting entity is the Company)reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 6(d), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, or (ii) a material breach by the Company of this Agreement; provided that in any such case Executive has not consented thereto. If the Executive terminates his employment for Good Reason, the Company’s obligation to the Executive shall be permitted limited solely to (i) unpaid Base Salary plus any bonus and benefits accrued up to the effective date of termination; (ii) payments equal to the Executive’s then-current Base Salary for a period of twelve (12) months; and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(d) 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. The Executive has the right, at any time during the Term, to terminate his employment under this subsection unless he notifies with the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group without Good Reason (as such terms are used in Section 13(ddefined above) of by giving written notice to the Securities Exchange Act of 1934, as amended)Company, which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on termination shall be effective sixty (60) calendar days from the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company such written notice of the payment defaultnotice. If the Executive elects to terminate terminates his employment hereunder pursuant to this Section 7(d)without Good Reason, then (1) the Company shall continue to pay Company’s obligation to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide be limited solely to the Executive the benefits provided in Section 6 hereof through the end payment of the current Term; and (3) all of the options granted unpaid Base Salary accrued up to the Executive hereunder to purchase shares effective date of the common stock of the Company shall vest immediately termination plus any accrued but unpaid bonus and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedbenefits.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President and General Manager of the Employer's Specialty Nets & Nonwovens Division or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the outstanding shares event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of the current Term; (2) the Company shall continue to provide Salary that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d)(i) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. (a) The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder ifunder this Agreement at any time for Good Reason, as hereinafter defined. In the event of termination under this Section 4.2, the Executive shall be entitled to receive all amounts payable upon termination under Section 4.1 and, subject to the Executive’s continued compliance with Sections 5, 6 and 7 of this Agreement, in addition to such amounts: (1) The in exchange for Executive executing a release (in a reasonable form provided by the Company) in favor of the Company sells all (the “Release”) within the applicable period under the federal Age Discrimination in Employment Act (currently, either 21 or substantially all of its assets 45 calendar days) and not subsequently revoking the Release, the Company shall pay to the Executive is severance in the form of salary continuation at the Executive’s Base Salary rate in effect on the date of the Executive’s employment termination, subject to the Company’s regular payroll practices and required withholdings, for a period of twelve (12) months commencing on the 60th day following the effective date of termination of employment (the “Severance Period”); provided however, that if Executive does not retained or otherwise has his employment terminatedexecute the Release and such Release does not become irrevocable by the 60th day following the effective date of termination of employment, then no severance shall be due hereunder; (2) The Company merges or consolidates with another business entity if and to the extent the Milestones are achieved for the Annual Bonus for the year in a transaction immediately following which the holders Severance Period commences (or, in the absence of all Milestones, the CEO and/or Board has, in their respective discretion, otherwise determined an amount for the Executive’s Annual Bonus for such year), the Company shall pay to the Executive an amount equal to such Annual Bonus pro rated for the portion of the outstanding shares of performance year completed before the voting capital stock of Executive’s employment terminated, such payment to be made on the Company own less than a majority of date such Annual Bonus would have been payable to the outstanding shares of Executive had the voting capital stock of the resulting entity (whether or not the resulting entity is Executive remained employed by the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent any of the outstanding shares Executive’s stock options, restricted stock or similar incentive equity instruments (collectively, “Equity Awards”), including the Options, that would first have become vested or exercisable during the Severance Period if the Executive continued to be employed by the Company shall become vested and exercisable upon the Executive’s employment termination, and all exercisable Equity Awards (including those with accelerated exercisability pursuant to this clause (3)) shall remain exercisable until the expiration of the voting capital stock of Severance Period or, if earlier, until the Company are acquired by a person or group latest date upon which the Equity Awards could have been exercised in any circumstance under the original award (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended“Latest Expiration Date”), which person or group includes neither and to the Executive nor extent that the holders terms of any Equity Award are inconsistent with this clause (3), the majority terms of the outstanding shares of the voting capital stock of the Company on the date hereof; this clause (3) shall control, provided, however, however that the Executive nothing herein shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;alter an Equity Award’s Latest Expiration Date; and (4) The Company defaults for the duration of the Severance Period, the Executive shall continue to be eligible to participate in making (i) the Company’s group health plan on the same terms applicable to similarly situated active employees during the Severance Period provided the Executive was participating in such plan immediately prior to the date of employment termination and provided further that the terms of such plan do not prohibit such coverage continuation; and (ii) each other Benefit program to the extent permitted under the terms of such program. (b) Except as hereinabove provided, the Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination for Good Reason. For the purposes of this Agreement, “Good Reason” shall mean any of the payments required under this Agreement and said default continues for a one hundred eighty following (180) day period after the Executive has given the Company without Executive’s express written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminated.consent):

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained or otherwise has his employment terminatedin the position of Chief Operating Officer and Executive Vice President; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) hereof if this Agreement was extended through the end Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, as of the current Term; (2) the Company shall continue to provide to Termination Date, the Executive the benefits provided shall be deemed for all vesting requirements contained in Section 6 hereof through the end any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date (including without limitation with respect to purchase shares of any SERP or other benefits and any unvested stock options) to have been employed by the common Employer until the Expiration Date, with all vested stock of options remaining exercisable until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive Benefits Termination Date, provided they do not been so terminatedexpire.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in writing that he does not approve a substantial diminution of the directors selected to serve on the Board after the merger Executive’s duties or similar transaction described herein; (3) More responsibilities other than fifty (50%) percent of the outstanding shares of the voting capital stock of any such reduction which is remedied by the Company are acquired by within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not be permitted exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such event constituting Good Reason, and (B) the Board fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this subsection unless he notifies Section 5(c) at a time agreed reasonably with the Company Company, but in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a event within one hundred eighty fifty (180150) day period after days from the Executive has given the Company written notice initial occurrence of the payment defaultan event constituting Good Reason. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)For purposes of Good Reason, then (1) the Company shall continue be defined to pay include any successor to the Executive his salary as provided in Section 3(a) hereof Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the non-renewal of the Employment Period at the end of the current Term; (2) Initial Term or the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue Renewal Term does not constitute termination without Cause or resignation for the period specified in the option had the employment of the Executive not been so terminatedGood Reason.

Termination by the Executive for Good Reason. The Executive may electterminate her employment hereunder for Good Reason and, by in that event, subject to Executive’s continued compliance with her obligations under Sections 6, 7 and 8 hereof, shall be entitled to all payments and benefits which the Executive would have been entitled to receive under Section 5(e) hereof as if termination had occurred thereunder and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. “Good Reason” shall mean only (A) the occurrence, without the Executive’s express written consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (viii), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, to terminate his employment hereunder if: occurrence of Good Reason within ninety (190) The Company sells all or substantially all of its assets and days following the date on which the Executive is not retained first knew or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reasonably should have known of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement occurrence and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to or provide to the Executive any compensation or benefits to which the benefits provided Executive is entitled hereunder; (iv) (A) a material adverse change in Section 6 hereof through the end of Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the current Term; and (3) all of the options granted assignment to the Executive hereunder to purchase shares of any duties or responsibilities that are substantially inconsistent with the common stock of the Company shall vest Executive’s status, positions, titles, offices or responsibilities as in effect immediately and the term of the option shall continue for the period specified in the option had the employment before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not been so terminatedbe deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in San Diego, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc. and the stockholder signatories thereto (the “Stockholders’ Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement”), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; or (viii) the provision of notice by the Company of non-renewal of this Agreement.

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained or otherwise has his employment terminatedin the position of Chief Operating Officer and Executive Vice President; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) hereof if this Agreement was extended through the end Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; (2) the Company shall continue to provide to Employer's benefit plans, programs or offerings in which the Executive is participating on the benefits provided Termination Date (including without limitation any supplemental executive retirement plan or benefit, including that benefit referenced in Section 6 hereof through Exhibit A of this Agreement) to have been employed by the end of Employer until the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company other than following a Former Employer Claim, (iii) by the Company due to a Non-Renewal, or (iv) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to (A) the payment of an amount equal to his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (B) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained or otherwise has his employment terminated; employed by the Company during the applicable year and the denominator of which is 365 (2(A) The and (B), collectively, the “Severance Amount”). In addition, the Company merges or consolidates shall provide the Executive with another business entity in a transaction immediately following continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the holders of all of Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the outstanding shares of same cost to the voting capital stock Executive as to similarly situated senior executives of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity during such period (whether or not the resulting entity is the Company“Benefits Continuation”); provided, however, that . The Company shall also reimburse the Executive shall not be permitted to terminate his employment under this subsection unless he notifies for outplacement assistance during the Company in writing that he does not approve of the directors selected to serve 6-month period beginning on the Board Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The for Good Reason by giving the Company sells all not less than ninety days prior written notice of termination. In such event, the Executive’s employment hereunder shall terminate on the date specified in the notice. At any time during the notice period, the Company may relieve the Executive, or substantially all of its assets and the Executive is not retained or otherwise has may surrender and thereupon be relieved of, his day-to-day duties as President, Chief Executive Officer and Chairman of the Board of the Company, provided that the Executive’s compensation hereunder shall continue through the effective date of termination. In the event the Executive terminates his employment terminated; for Good Reason, provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as Exhibit A (which shall be executed, delivered and no longer subject to revocation, if applicable, within sixty (60) days following such termination), the Company shall: (i) pay the Executive an amount equal to two (2) The Company merges or consolidates with another business entity times his Base Salary in a transaction effect on the effective date of termination plus two (2) times the greater of (x) his Performance Bonus target for the year in which such termination occurs and (y) the average of his actual Performance Bonus earned for the two years immediately following preceding the year in which such termination occurs, and (ii) subject to the holders of all Executive’s timely election pursuant to COBRA and the Executive’s continued copayment of the outstanding shares of applicable premiums at the voting capital stock of active employee rates, provide the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that benefits set forth in Section 3(d) hereof then provided to the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty period of twenty-four (18024) day period after months following the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder Executive’s termination pursuant to this Section 7(d4(f), then (1) provided that, to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall continue to pay to the Executive his salary a reasonably equivalent value to such benefits in cash on the same schedule as such benefits otherwise would have been provided had such continuation been permitted during the twenty-four (24)-month period following such termination. The entire amount payable under subsection (i) above shall be paid to the Executive in Section 3(aone lump sum payment on the sixtieth (60th) hereof through day after the end effective date of termination. In addition, the Executive shall be deemed fully vested, as of the current Term; effective date of such termination, in all accrued benefits under all retirement plans for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to the Company. The Executive shall have 90 days from the date of delivery of such termination notice to exercise any vested and exercisable options (2but in no event may such exercise occur beyond the original expiration date of such options) the Company’s equity plans then in effect. Further, the Company shall continue to provide to reimburse the Executive for any amounts then due pursuant to Section 3(e) hereof and shall pay the benefits provided Executive’s unpaid Performance Bonus payment for the year preceding the year in Section 6 hereof through the end of the current Term; and (3) all of the options granted to which the Executive hereunder terminates his employment for Good Reason if then due and owing in accordance with the provisions of Section 3(b) hereof. The Executive and his beneficiaries, shall be entitled to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedno other compensation under this Agreement following, or as a result of, a termination under these circumstances.

Termination by the Executive for Good Reason. The Notwithstanding any other provision of this Agreement, the Executive may elect, terminate his or her employment hereunder at any time during the Term of Employment for Good Reason (as defined in Section 1.14 of this Agreement) by giving thirty (30) days' written notice to the Company that the Executive intends to terminate his or her employment for Good Reason. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive's obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to: (a) an amount equal to one (1) times the Executive's annualized Base Salary at the rate in effect at the time of his or her termination, which shall be paid out in equal installments for the duration of the Restriction Period at the same frequency as the Company's regular payroll payments; (b) earned but unpaid Base Salary through the date of termination of employment; (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (d) reimbursement for expenses incurred but not paid prior to such notice termination of employment pursuant to Section 5.1; (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (f) such rights to other benefits as may be effective immediately upon receipt by provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to terminate his employment hereunder if: (1) The Company sells all or substantially all the terms and conditions of its assets such documents and the Executive is not retained or otherwise has his employment terminatedagreements; (2g) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all continuation of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity Executive's primary group health insurance (whether excluding Exec-U-Care or not the resulting entity is substitute benefits), at the Company); provided's expense, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board for eighteen (18) months after the merger or similar transaction described herein; (3) More than fifty (50%) percent termination of employment or, at the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934Company's option, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Termeconomic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and (2h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall continue to provide to be paid by the Executive the benefits provided in Section 6 hereof through the end Company within sixty (60) days of the current Term; date of termination of employment. Any and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall vest immediately and be paid at the term later of sixty (60) days following the option shall continue for date of termination or the period date(s) specified in under the option had the employment of the Executive not been so terminatedapplicable written plan documents or agreements.

Termination by the Executive for Good Reason. The Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained or otherwise has his employment terminatedin the position of Chief Operating Officer and Executive Vice President; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, together with an amount equal to the Average Bonus (pro rated for the period from the beginning of the fiscal year through the Termination Date) for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of Salary and Average Bonus that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received Salary and Average Bonus for periods after the Termination Date based upon the Salary he would have received under Section 3(a) hereof if this Agreement was extended through the end Benefits Termination Date (but excluding any cost of living or discretionary increases under clauses (i) or (ii) of Section 3(a) that would have occurred after the Termination Date), and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Sections 3(d) and 3(e) hereof on the terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; (2) the Company shall continue to provide to Employer's benefit plans, programs or offerings in which the Executive is participating on the benefits Termination Date (including without limitation any SERP or other benefits) to have been employed by the Employer until the Expiration Date, with any vested stock options remaining exercisable until such date, provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive they do not been so terminatedexpire.

Termination by the Executive for Good Reason. The Executive may electhas the right, by written notice to at any time during the Company, such notice to be effective immediately upon receipt by the CompanyTerm, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority for Good Reason (as defined below) by giving written notice to the Company as described in this Section 6(d) below. Prior to the effectiveness of termination for Good Reason, the outstanding shares of Company shall be given thirty (30) calendar days’ prior written notice from the voting capital stock of Executive, specifically identifying the resulting entity (whether or not the resulting entity is the Company)reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that the Executive shall not be permitted have no obligation to terminate continue his employment under this subsection unless he notifies with the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; following such thirty (330) More than fifty (50%) percent of the outstanding shares of the voting capital stock of calendar day notice period unless the Company are acquired by a person or group (as such terms are cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 13(d) of the Securities Exchange Act of 1934, as amended6(d), which person or group includes neither the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) a reduction in the Executive’s Base Salary, (iii) requiring the Executive nor the holders to move his place of the majority employment more than 50 miles from his place of the outstanding shares of the voting capital stock of employment prior to such move, or (iv) a material breach by the Company on the date hereofof this Agreement; provided, however, provided that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the such case Executive has given the Company written notice of the payment defaultnot consented thereto. If the Executive elects to terminate terminates his employment hereunder pursuant to this Section 7(d)for Good Reason, then (1) the Company shall continue to pay Company’s obligation to the Executive his salary as provided in Section 3(ashall be limited solely to (i) hereof through unpaid Base Salary plus any bonus and benefits accrued up to the end effective date of termination; (ii) payments equal to the Executive’s then-current Base Salary for the remainder of the current Term; three (23) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end year term or for a period of the current Termtwelve (12) months, whichever is greater; and (3iii) all if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. As a condition to his receipt of the options granted post-employment payments and benefits under this Section 6(d), Executive shall be in compliance with Section 5 of this Agreement, and required to the Executive hereunder to purchase shares execute, return, not rescind and comply with a release of claims agreement in favor of the common stock Company, in a form to be prepared by the Company. Executive shall have no duty to mitigate damages under this Section 6(d) 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 shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedhereunder.

Termination by the Executive for Good Reason. The Executive's employment pursuant to this Agreement may be terminated by the Executive may elect, by written notice prior to the Company, such notice to be effective immediately upon receipt by expiration of the Company, Term in the event the Executive has "Good Reason" to terminate his employment hereunder ifemployment, which shall mean the following: (1i) The Company sells all Any material adverse change in the Executive's status or substantially all of its assets and position, including, without limitation, any material diminution in the Executive's position, duties, responsibilities or authority, as set forth in Executive's Position Description, or the assignment to the Executive is not retained of any duties or otherwise has his employment terminated;responsibilities that are inconsistent with the Executive's status or position as of the Effective Date; or (2ii) The Company merges A reduction in the Executive's annual Base Salary as the same may be increased from time to time or consolidates with another business entity failure to pay same; or (iii) A reduction in a transaction immediately following the Target Bonus which could be paid to the holders of all Executive under the Bonus Plan below 50% of the outstanding shares of Executive's Base Salary or a failure to pay when due any bonus earned for a completed performance period in accordance with the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity applicable bonus plan (whether or not the resulting entity is the Company"Earned Bonus"); provided, provided however, that the Company's failure to actually award any bonus to the Executive, or the Company's actually awarding a bonus to the Executive which is less than the Target Bonus in each case in accordance with the applicable bonus plan, shall not constitute Good Reason; or (iv) The breach by the Company of any of its material obligations under this Agreement; or (v) The relocation of the Company's principal executive offices to a location that increases the Executive's commuting distance by more than thirty-five (35) miles or the Company requiring the Executive to be based anywhere other than the Company's principal executive offices, except for required travel substantially consistent with the Executive's business obligations; or (vi) The Company provides the Executive a notice of non-renewal of the Term under Section 2(b) hereof. Prior to the Executive being permitted to terminate his employment under this subsection unless he notifies for Good Reason, the Company in writing that he does not approve of the directors selected shall have sixty (60) days to serve on the Board after the merger cure any such alleged breach, assignment, reduction or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934requirement, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given provides the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)actions or omissions constituting such breach, then (1) the Company shall continue to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedassignment, reduction or requirement.

Termination by the Executive for Good Reason. The Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if: (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s position at the Company, or any other action by the Company which results in writing that he does not approve a substantial diminution of the directors selected to serve on the Board after the merger Executive’s duties or similar transaction described herein; (3) More responsibilities other than fifty (50%) percent of the outstanding shares of the voting capital stock of any such reduction which is remedied by the Company are acquired by within thirty (30) days of receipt of written notice thereof from the Executive; (ii) a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, requirement that the Executive work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive’s aggregate Base Salary and other compensation (including the target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not be permitted exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such event constituting Good Reason, and (B) the Board fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this subsection unless he notifies Section 5(c) at a time agreed reasonably with the Company Company, but in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a event within one hundred eighty fifty (180150) day period after days from the Executive has given the Company written notice initial occurrence of the payment defaultan event constituting Good Reason. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d)For purposes of Good Reason, then (1) the Company shall continue be defined to pay include any successor to the Executive his salary as provided in Section 3(a) hereof Company which has assumed the obligations of the Company through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of this Agreement, the non-renewal of the Employment Period at the end of the current Term; (2) the Company shall continue to provide to the Executive the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue Initial Term or a Renewal Term does not constitute termination without Cause or resignation for the period specified in the option had the employment of the Executive not been so terminatedGood Reason.

Termination by the Executive for Good Reason. (a) The Executive may electterminate the Executive's employment and his performance of service as a member of the Board at any time for Good Reason (as hereinafter defined), by upon written notice from the Executive to the Company, such notice to be Company in connection with his resignation for Good Reason setting forth the effective immediately upon receipt by the Company, to terminate his employment hereunder if: date of termination (1) The Company sells all or substantially all of its assets and the Executive is not retained or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies less than thirty (30) business days from the Company in writing that he does not approve date such notice is given). (b) In the event of a termination of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his Executive's employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder Good Reason pursuant to this Section 7(d), then 6.6(a): (1i) the Company shall will pay to Executive any earned but unpaid Base Salary through the date of such termination; (ii) the Company will reimburse the Executive's unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in the performance of his duties prior to the date of such termination; (iii) the Company will pay to Executive any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Executive his salary as provided in Section 3(a) hereof through then current Base Salary until the end expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination for Good Reason; provided, however, that if Executive terminates his employment and performance of service as a member of the Board for Good Reason following a Change in Control, the Company will pay to Executive his then current Term; Base Salary until the expiration of the later of: (2a) the third anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid as a lump sum within thirty (30) days after the date of termination, or, at the Company's election, in accordance with the Company's payroll practices in effect from time-to-time. Except as specifically set forth in this Section 6.6, the Company shall continue to provide have no other liability or obligation hereunder by reason of such termination. (c) Notwithstanding any other provision in this Agreement to the contrary, Executive the benefits provided in Section 6 hereof through the end of the current Term; hereby agrees and (3) all of the options granted acknowledges that he will not be entitled to the Executive hereunder to purchase shares of the common stock of and the Company shall vest immediately have no obligation to pay or provide any amount or benefit provided under Section 1 or Section 6.6 of this Agreement unless Executive executes and delivers to the term Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the option shall continue for the period specified Age Discrimination in the option had the employment of the Executive not been so terminatedEmployment Act.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder iffor Good Reason upon notice to the Employer. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after the Employer has received written notice from the Executive setting forth in reasonable detail the nature of such Good Reason: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President and General Counsel or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of Section 2 or 3 hereof. In the outstanding shares event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of the current Term; (2) the Company shall continue to provide Salary that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.

Termination by the Executive for Good Reason. The If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive may electfor Good Reason, by written notice in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date NAI-1535116310v4 EXECUTION VERSION following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.1(b) and payable at the same time as annual bonuses are paid to other senior executives of the Company, such notice to be effective immediately upon receipt with the prorated Annual Bonus determined by multiplying the Companyactual Annual Bonus, to terminate his employment hereunder if: (1) The Company sells all or substantially all if any, by a fraction, the numerator of its assets and which is the number of days the Executive is not retained employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or otherwise has his employment terminated; (B) if such termination occurs upon or within two (2) The Company merges or consolidates years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with another business entity this sum payable in a transaction immediately lump sum on the first payroll date following the date on which the holders of all of Release has become effective ((A) and (B) collectively, the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company“Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall not be permitted become fully vested on the date the Release becomes effective (with any such awards that vest subject to terminate his employment under this subsection unless he notifies performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company in writing that he does not approve shall provide the Executive with continued medical and dental insurance coverage until the earlier of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent first anniversary of the outstanding shares of Termination Date and the voting capital stock date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company are acquired by a person or group during such period (as “Benefits Continuation”). Regardless of when such terms are used in Section 13(d) of the Securities Exchange Act of 1934termination occurs, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.3 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; Benefits Continuation and provide outplacement assistance, shall be conditioned upon: (2x) the Company shall continue to provide to the Executive the benefits provided in Executive’s continued compliance with his obligations under Section 6 hereof through the end 4 of the current Term; this Employment Agreement and (3y) all the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the options granted to the Executive hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified “Release”) substantially in the option had form attached hereto as Exhibit A, within 45 days after the employment of the Executive not been so terminatedExecutive’s Termination Date.

Termination by the Executive for Good Reason. The Executive may electterminate his employment hereunder for Good Reason and, by in that event, subject to Executive’s continued compliance with his obligations under Sections 6, 7 and 8 hereof, shall be entitled to all payments and benefits which the Executive would have been entitled to receive under Section 5(e) hereof as if termination had occurred thereunder and the Company shall have no further obligation to the Executive hereunder, other than the Surviving Company Obligations. “Good Reason” shall mean only (A) the occurrence, without the Executive’s express written consent (which may be withheld for any or no reason) of any of the events or conditions described in the following subsections (i) through (viii), provided that, except with respect to the event described in subsection (viii), the Executive gives written notice to the Company, such notice to be effective immediately upon receipt by Company of the Company, to terminate his employment hereunder if: occurrence of Good Reason within ninety (190) The Company sells all or substantially all of its assets and days following the date on which the Executive is not retained first knew or otherwise has his employment terminated; (2) The Company merges or consolidates with another business entity in a transaction immediately following which the holders reasonably should have known of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (3) More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement occurrence and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue not have fully corrected the situation within thirty (30) days following such notice or (B) termination (for any or no reason) by written notice from the Executive given within the thirty day period immediately following the twelve month anniversary of a Change of Control occurring after the effective date of this Agreement. The following occurrences shall constitute Good Reason for purposes of clause (A) of this Section 5(f): (i) a reduction in the Executive’s Base Salary (other than as expressly permitted under Section 4(a) hereof); (ii) an adverse change in the Executive’s bonus opportunity through reduction of the Target Bonus or the maximum available bonus or a material adverse change in the goals or level of performance required to achieve the Target Bonus (other than as expressly permitted under Section 4(b) hereof); (iii) a failure by the Company to pay to the Executive his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to or provide to the Executive any compensation or benefits to which the benefits provided Executive is entitled hereunder; (iv) (A) a material adverse change in Section 6 hereof through the end of Executive’s status, positions, titles, offices, duties and responsibilities, authorities or reporting relationship from those in effect immediately before such change; (B) the current Term; and (3) all of the options granted assignment to the Executive hereunder to purchase shares of any duties or responsibilities that are substantially inconsistent with the common stock of the Company shall vest Executive’s status, positions, titles, offices or responsibilities as in effect immediately and the term of the option shall continue for the period specified in the option had the employment before such assignment; or (C) any removal of the Executive from or failure to reappoint or reelect the Executive to any of such positions, titles or offices; provided that termination of the Executive’s employment by the Company for Cause, by the Executive other than for Good Reason pursuant to Section 5(g) hereof, or a termination as a result of the Executive’s death or disability shall not been so terminatedbe deemed to constitute or result in Good Reason under this subsection (iv); (v) (A) if the Executive was based at the Company’s headquarter offices in Boston, Massachusetts as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s Boston headquarter offices; (B) if the Executive was based at the Company’s headquarter offices in San Diego, California as of the day immediately prior to the Closing, the Company’s changing the location of such headquarter offices to a location more than twenty-five (25) miles from the location of such offices, or the Company’s requiring the Executive to be based at a location other than the Company’s San Diego headquarter offices; or (C) if the Executive was not based at the Company’s headquarter offices in San Diego, the Company’s requiring the Executive to be based at any location which results in the Executive’s regular commuting distance being twenty-five (25) or more miles greater than the Executive’s regular commuting distance immediately prior to such relocation; provided that in all such cases the Company may require the Executive to travel on Company business including being temporarily based at other Company locations as long as such travel is reasonable and is not materially greater or different than the Executive’s travel requirements before the Closing; (vi) any material breach by the Company of this Agreement, the Stockholders’ Agreement, dated as of the Closing, by and among the Company, BD Investment Holdings Inc and the stockholder signatories thereto (the “Stockholders’Agreement”), the Indemnification Agreement, dated as of the Closing, by and among the Executive and the Company (the “Indemnification Agreement), any option agreements entered into by and between the Company and/or Holdings and the Executive; (vii) the failure by the Company to obtain, before completion of a Change in Control, an agreement in writing from any successor or assign to assume and fully perform under this Agreement; or (viii) the provision of notice by the Company of non-renewal of this Agreement.

Termination by the Executive for Good Reason. The After a Change in Control has occurred, the Executive may elect, terminate his employment hereunder for Good Reason upon notice to the Employer setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "Good Reason" for termination by the Executive if the same has not been cured within 30 days after written notice to the Company, such notice to be effective immediately upon receipt Chairman by the Company, to terminate his employment hereunder ifExecutive: (1i) The Company sells all or substantially all Failure of its assets and the Employer to continue the Executive is not retained in the position of Vice President Finance of the Employer's Films Division or otherwise has his employment terminatedin another position of similar scope, authority and responsibility; (2ii) The Company merges Material diminution in the nature or consolidates with another business entity in a transaction immediately following which the holders of all scope of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether Executive's responsibilities, duties or not the resulting entity is the Company)authority; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;or (3iii) More than fifty (50%) percent Failure to pay Executive on a timely basis, or any other material breach by the Employer of the outstanding shares Section 2 or 3 hereof. In event of the voting capital stock of the Company are acquired by a person or group (as such terms are used termination in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Executive nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Executive shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein; (4) The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Executive has given the Company written notice of the payment default. If the Executive elects to terminate his employment hereunder pursuant to accordance with this Section 7(d4(f), then the Employer (1i) the Company shall continue to pay to the Executive his salary (A) as provided in Section 3(a) hereof promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the end Termination Date for the fiscal year in which the Termination Date occurs, and (B) a lump sum payment, within 60 days after the Termination Date, equal to the aggregate amount of the current Term; (2) the Company shall continue to provide Salary that would have been payable to the Executive over the period from the Termination Date to the Benefits Termination Date if the Executive had continued to be employed by the Employer through the Benefits Termination Date and received his current Salary for periods after the Termination Date, and (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits provided referred to in Section 6 3(d) hereof through on the end terms referred to therein (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans). In addition, the Executive shall be deemed for all vesting requirements contained in any of the current Term; and (3) all of the options granted to Employer's benefit plans, programs or offerings in which the Executive hereunder is participating on the Termination Date to purchase shares of have been employed by the common stock of Employer until the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Executive not been so terminatedExpiration Date.