Common use of Termination Without Cause or for Good Reason Clause in Contracts

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is shall be terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for Good Reason within 12 months following (but not by reason of the Change in Control DateExecutive’s death, then Disability, termination by the Company for Cause or termination by the Executive shall be entitled without Good Reason), then, in addition to the following benefitspayments and benefits described in Section 5(a) (including benefits under stock option agreements), the Company shall: (i) (A) Continue to pay to the vesting schedule of each outstanding option to purchase shares of Common Stock of Executive, in accordance with the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period Company’s regular payroll practice following the Date of Termination shall immediately become exercisable Termination, the Executive’s Annual Base Salary, and shares of Common Stock of continue the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by Executive’s participation in the Company’s health, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free life insurance and retirement plans through twelve months from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination; provided that each payment is intended to constitute a separate payment within the meaning of Code Section 409A and the regulations thereunder; provided, further that in the event that Executive is determined by the Company to be a “specified employee” (as defined in Code Section 409A(2)(B) for a period of six months following the Date of Termination and determined in accordance with Code 416(i) (or the remainder without regard to paragraph (5) thereof)) of the option term if less Company at a time when its stock is deemed to be publicly traded on an established securities market, any payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be made no earlier than six months)the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Code Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule; (ii) If the Company shall Executive otherwise would have been entitled to receive a payment pursuant to the Company’s bonus plan had he been employed on the last day of the Company’s fiscal year, then pay to the Executive in a lump sum in cash within on April 30 days after the Date of Termination the aggregate of the year following amounts: (1) the sum of (A) year in which the Executive's base salary through the Date of Termination’s termination occurs, (B) and in the product of (x) event that the annual bonus paid or payable (including any bonus or portion thereof which Company has been earned but deferred) not received its audited financial statements for the most recently completed fiscal prior year and (y) by April 30 of such year, such bonus shall be paid as soon as practicable thereafter, consistent with the provisions of Code Section 409A, but in no event later than the last day of such following year), the amount of such payment, multiplied by a fraction, fraction the numerator of which is the number of days in the current during such fiscal year through that the Date of Termination, Executive was employed and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")365; and (2iii) the amount equal to (A) the Executive's base salary Continue paid coverage for the six months Executive and any eligible dependents under all Company group health benefit plans in which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination plus (B) 50% of through the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months twelfth month after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, permitted thereunder. As of the Company shall timely pay or provide to date that the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible ceases to receive following the Executive's termination of employment coverage under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred group health plan pursuant to as the "Other Benefits"this Section 5(b)(iii); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered eligible to have remained employed elect to receive “COBRA” continuation coverage to the extent permitted by Section 601 et seq. of the Company until 12 Employee Retirement Income Security Act of 1974, as amended, and if such coverage ceases prior to twelve months after from the Date of Termination, the Company shall pay for such COBRA coverage through such twelve month period.

Termination Without Cause or for Good Reason. If the Executive's Employee’s employment with by the Company Employer is terminated (x) by the Company (Employer other than for Cause, Disability Cause or death(y) or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control DateEmployer shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 25 hereof: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Benefits; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearPro Rata Bonus; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits subject to the Executive Employee’s continued compliance with the obligations in Sections 9, 10 and the Executive's family at least 11 hereof, a sum equal to those which would have been provided to them if (x) the Executive's employment had not been terminated, in accordance with Employee’s monthly Base Salary rate at the applicable Benefit Plans highest rate in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect during the thirty-six (36) month period prior to other peer executives the Termination Date plus (y) 1/12 of the Company and its affiliated companiesTarget Bonus, paid monthly for a period of twenty-four (24) months following such termination; provided, howeverthat if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Company’s Legacy Reserves LP Long-Term Incentive Plan), such 24-month period shall be increased to 36 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the applicable Termination Date; provided, further, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 25 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and his or her family as those being provided by the Company, then the Company shall no longer include payment of any amount that was otherwise scheduled to be required to provide those particular benefits to the Executive and his or her family;paid prior thereto; and (iv) to the extent not previously paid or providedthat the Employee elects COBRA continuation coverage, the Company shall timely will pay or provide to the Executive any other amounts or benefits full cost of the Employee’s COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be paid provided under applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer or to avoid the imposition of any excise taxes on the Employer or the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Executive is Employee may be eligible to receive following the Executive's termination of employment under any planof the plans, program, policy, practice, contract policies or agreement programs of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as or under the "Other Benefits"); and (v) for purposes Worker Adjustment Retraining Notification Act of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If If, during the Term of Employment, the Executive's ’s employment with the Company is terminated by the Company without Cause (other than for Cause, Disability and not due to death or deathDisability) or by the Executive for Good Reason within 12 months following the Change Reason, in Control Dateeither case, then the Executive shall be entitled to receive the following benefits: Accrued Benefits and, subject to Section 4.2.4: (i) (A) the vesting schedule of each outstanding option Unpaid Prior Year Bonus, with such amount to purchase be payable in cash and/or fully vested shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, ’s common stock (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase as determined by the Company and (Cin its sole discretion) notwithstanding any provision in any applicable option agreement to at the contrary, each same time as if no such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); termination had occurred; (ii) the Company shall pay to Annual Bonus for the Executive year in which the Termination Date occurs, but multiplied by a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of fraction (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year that have transpired through the Termination Date of Termination, and (B) the denominator of which is 365 and the number of days in such fiscal year (C) to be paid in cash and/or fully vested shares of the amount of any compensation previously deferred Company’s common stock (as determined by the Executive (together with any accrued interest or earnings thereonCompany in its sole discretion) and any accrued vacation pay, in each case to at the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to same time as the "Accrued Obligations"if no such termination had occurred); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms continuation of the appropriate planBase Salary as of the Termination Date for six (6) months following the Termination Date, program, practice or policy, the Company shall continue with all portions of such Base Salary to provide benefits to the Executive and the Executive's family at least be paid in cash in equal to those which would have been provided to them if the Executive's employment had not been terminated, installments in accordance with the applicable Benefit Plans in effect Company’s normal payroll policies, with the first such payment to be made on the Measurement sixtieth (60th) day following the Termination Date or, if more favorable and to include a catch-up covering any payroll dates between the Executive Termination Date and his or her family, in effect generally at any time thereafter with respect to other peer executives the date of the Company first payment, and its affiliated companies(iv) the COBRA Benefit for a period of twelve (12) months following the Termination Date; provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent that it would result in any fine, penalty or tax on the Company or any of its Affiliates (under Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010, or otherwise); provided further, that the COBRA Benefit shall cease earlier if the Executive becomes reemployed with (or his dependents) become eligible for health coverage under the health plan of another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to employer. All other rights the Executive may have to compensation and his or her family as those being provided by the Company, then employee benefits from the Company or its Affiliates, other than as set forth in this Section 4.2.3, shall no longer be required to provide those particular benefits to immediately terminate upon the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTermination Date.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) one multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's ’s highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the event of the Executive's ’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or deathEmployer without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason within 12 months following the Change pursuant to Section 4(a)(v) (excluding by reason of death or Disability), in Control Date, then the Executive shall be entitled addition to the following benefitspayments and benefits described in Section 5(a) above, the Employer shall, subject to Section 21 and Section 5(c) and subject to the Executive’s execution of a waiver and release of claims agreement in the Employer’s customary form (a “Release”), as of the Release Expiration Date and non-revocation during the revocation period designated in the Release, in accordance with Section 5(e) below: (i) (A) the vesting schedule of each outstanding option Pay to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that an amount equal to twelve (12) months of Annual Base Salary at the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall rate in effect immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject prior to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for , payable in a period of six months single lump sum following the Date of Termination (or Release Expiration Date, assuming the remainder of Release has been executed and not revoked; provided that if the option term if less than six months)review and revocation period applicable to the Release spans two taxable years, such payment shall be paid in the second taxable year; (ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive were still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company shall performance goals in such year and (B) the ratio of (x) the number of full weeks elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) 52. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 21, Section 5(c) and Section 5(e), be paid to Executive in accordance with Section 3(b) as if the Executive were still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs; and (iii) If the Executive elects to continue coverage under the Employer’s group medical and dental plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Employer will pay to the Executive an amount equal to the premium cost of the Executive’s coverage and that of the Executives eligible dependents under those plans for a period of twelve (12) months (the “Benefit Continuation Period”), at the same rate the Employer contributed to the Executive’s premium cost of coverage on the Termination Date. The Employer will make such premium contributions by direct deposit to the Executive in a single lump sum in cash within 30 days after payment on the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or same date as any amount payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and pursuant to Section 5(b)(i). The Executive must directly pay the Executive's family at least equal full premium costs during the Benefit Continuation Period plus an administrative fee of up to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives 2% of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationpremium costs.

Termination Without Cause or for Good Reason. If In the Executive's event of the Employee’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control Date, then the Executive shall Employee will be entitled to the following benefits: receive (i) (A) in a single lump-sum payment on the vesting schedule of each outstanding option to purchase shares of Common Stock termination date, the aggregate amount of the Company held Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Executive shall Employee’s termination date is March 15, 2017, the Employee will be accelerated so that eligible to receive the number of shares that would otherwise have first become vested during Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the two-year period following termination date (together, the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company“Accrued Obligations”), (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay an amount equal to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) twelve (12) months’ gross Base Salary (calculated based on the Executive's base salary through Employee’s annualized rate in effect on the Date of TerminationEmployee’s termination date), plus (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) Employee’s Target Bonus for the most recently completed fiscal year and in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (y60th) day following the Employee’s termination date, (iii) an amount equal to a fraction, pro rated portion of the numerator of Target Bonus for the year in which is the Employee’s termination occurs (pro rated based on the number of days in the current fiscal calendar year in which the Employee’s termination date occurs through the Date Employee’s termination date) (by way of Terminationillustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination date), and (v) acceleration and vesting in full (and, to the denominator extent applicable, exercisability) of which is 365 and (C) the amount of any compensation previously deferred all outstanding time-based equity awards held by the Executive Employee on the termination date (together but not performance-based awards, which shall continue to vest in accordance with any accrued interest or earnings thereon) and any accrued vacation paytheir terms), in each case subject to the extent not previously paid (conditions herein. It shall be a condition to the sum of Employee’s right to receive and retain the amounts described set forth in sub-clauses (ii) - (v) above that the Employee (A), ) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive complies fully and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance all respects with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment Employee’s obligations under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until Section 12 months after the Date of Terminationherein.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's ’s highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 24 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation or compensatory time off pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) two and one-half multiplied by (B) the sum of (x) the Executive's highest annual base salary for from the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under from the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 30 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive outplacement assistance commensurate with the Executive's position as well as any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 30 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason Reason, in each such case either (x) within 12 months following the Change in Control DateDate or (y) during a Potential Change in Control Period, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s earned but unpaid base salary through the Date of Termination, (B) the product of (x) the annual Executive’s bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) under the Company’s Executive Bonus Plan for the most recently completed fiscal calendar year in which (I) the Change in Control Date occurred (in the event of the applicability of Section 4.2(x)), (II) the Potential Change in Control Period commenced (in the event of the applicability of Section 4.2(y)) or (III) the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously earned and deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payExecutive, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to the sum of (A) the Executive's ’s annual base salary for the six months prior to calendar year in which (I) the Change in Control Date occurred (in the event of the applicability of Section 4.2(x)), (II) the Potential Change in Control Period commenced (in the event of the applicability of Section 4.2(y)) or (III) the Date of Termination plus occurred, whichever annual base salary is greater, and (B) 50% of the Executive's annual ’s bonus opportunity under the Company's bonus plan ’s Executive Bonus Plan for the most recently completed fiscal yearcalendar year in which (I) the Change in Control Date occurred (in the event of the applicability of Section 4.2(x)), (II) the Potential Change in Control Period commenced (in the event of the applicability of Section 4.2(y)) or (III) the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater; (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and (b) each outstanding restricted stock award granted to the Executive subsequent to the Change in Control Date or commencement of the Potential Change in Control Period shall be deemed fully vested and no longer subject to a right of repurchase by the Company; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect (I) on the Measurement Date or, if more favorable to (in the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives event of the Company and its affiliated companiesapplicability of Section 4.2(x)) or (II) upon the commencement of the Potential Change in Control Period (in the event of the applicability of Section 4.2(y)); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Termination Date of Termination (as defined in Section 5) the aggregate of the following amounts: (1) : the sum of (A) the Executive's base salary through the Termination Date of Termination(to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of TerminationTermination Date, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) and the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus three multiplied by (B) 50% the sum of (x) the Executive's annual base salary in effect on the Termination Date and (y) the average bonus opportunity under the Company's bonus plan paid for the most recently completed fiscal yearthree calendar years immediately preceding the calendar year during which the Termination Date occurs; (iiiii) for 12 months after the Date of TerminationTermination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that the Company shall not be obligated to continue any benefits which cannot be continued for terminated employees of the Company; and provided, further, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of substantially equivalent benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyfamily, then the Company shall no longer be required to provide those particular the benefits to the Executive and his or her familydescribed in this clause (ii); (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and; (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date Termination Date; and (v) notwithstanding any provisions of Terminationany Company Stock Incentive or Option Plan or individual Stock Option Agreement to the contrary, effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of the Company then held by the Executive shall become (to the extent it is not already) immediately exercisable in full.

Termination Without Cause or for Good Reason. 4.2.1. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or death) or a resignation by the Executive for Good Reason within 12 months following the Change Reason, then, in Control Date, then the Executive shall be entitled addition to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable payments and shares of Common Stock of the Company received upon exercise of any vested options will no longer be benefits provided for in Section 4.1 above and subject to a right of repurchase by the Company, Section 8 below: (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (iia) the Company shall will pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate amount equal to pro-rata portion of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) target Annual Bonus for the most recently completed fiscal calendar year and (y) in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days in during the current fiscal year through that transpired before the Date date of Termination, the Executive’s termination of employment and the denominator of which is 365 and 365, (Cb) the amount of any compensation previously deferred by Company will pay to the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case on a cash amount equal to the extent not previously paid (the sum of (i) one year of the amounts described Executive’s Base Salary as in clauses (A), (B)effect on such date, and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2ii) the target Annual Bonus amount equal to (A) the Executive's base salary applicable for the six months prior to calendar year in which the Date of Termination plus termination occurs, (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivc) to the extent not previously paid or providedpaid, the Company shall timely will pay or provide to the Executive any other amounts or benefits required Annual Bonus payable with respect to be paid or provided or which a calendar year that ended prior to such termination, (d) all outstanding stock options then held by the Executive is eligible (including the Stock Option) will immediately become vested and exercisable with respect to receive following the Executive's termination that number of employment under any plan, program, policy, practice, contract or agreement additional shares of the Company Company’s common stock with respect to which such stock options would have become vested and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of exercisable had the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained continuously employed by the Company until for an additional 12 months following his cessation of employment and will remain exercisable for the shorter of (i) the 12-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below; provided that if the Company’s obligation to make the payments provided for in this Section 4.2.1 arises due to a cessation of the Executive’s employment due to his death or Disability (as defined below), the cash payments described in clauses (a), (b) and (c) of this Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), heirs, estate or beneficiaries) pursuant to the life insurance or long-term disability plans, policies or arrangements of the Company by virtue of his death or that Disability (including, for this purpose, only that portion of such life insurance or disability benefits funded by the Company or by premium payments made by the Company). 4.2.2. For purposes of this Agreement, the Executive’s employment will be deemed to have been terminated without “Cause” if his employment is terminated as a result of his death or Disability or is terminated by the Company other than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with his employment or the performance of his duties as an officer or director of the Company. For purposes of this Agreement, “Disability” means the Executive’s inability, by reason of any physical or mental impairment, to substantially perform his regular duties as contemplated by this Agreement, as determined by the Board in its sole discretion (after affording the Date Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of Terminationsuch determination.

Termination Without Cause or for Good Reason. If during the Term the Company terminates Executive's employment with the Company is terminated by the Company (other than for without Cause, Disability or death) or by the Executive for terminates his employment with Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefitsreceive: (ia) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in not have closed on a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid financing or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months financings prior to the Date of Termination plus (B) 50% first anniversary of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; Effective Date (iii) for 12 months after the Date of Terminationincluding, or such longer period as may be provided by the terms of the appropriate planwithout limitation, programa public offering), practice or policy, in which the Company shall continue to provide benefits to the Executive and the Executive's family have received proceeds of at least equal to those which would have been provided to them if $3,000,000 in the Executive's employment had not been terminatedaggregate, in accordance with a pro rata portion of his Base Salary and Benefits through the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at no other payment of any time thereafter with respect to other peer executives of the Company and its affiliated companieskind; provided, however, that that, if the Executive becomes reemployed with another employer and Company's available cash is eligible below $750,000 as of the Termination Date, or the Company's other officers are placed on reduced salary, the Board of Directors shall have the right not to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable make the salary payment to the Executive and his or her family such salary payment shall be accrued and shall be paid in a lump sum payment at such time as those being provided by the Company, then 's available cash exceeds $1,250,000; (b) if the Company shall no longer be required to provide those particular benefits have closed on a financing or financings prior to the first anniversary of the Effective Date (including, without limitation, a public offering), in which the Company shall have received proceeds of at least $3,000,000 in the aggregate but less than $5,000,000 in the aggregate, (i) a pro rata portion of his Base Salary and Benefits through the Termination Date plus (ii) an accruing right to receive his Base Salary and Benefits during the remainder of the Term; provided that the amounts accrued pursuant to this clause (ii) shall only be payable to Executive if the Company closes on a financing or financing during the Term in which the Company shall have received proceeds of at least $5,000,000 in the aggregate, and his or her familyonly paid at the time such payments would otherwise have been made had Executive's employment not been terminated; (ivc) to the extent not previously paid or provided, if the Company shall timely pay have closed on a financing or provide financings prior to the Executive any other amounts or benefits required to be paid or provided or first anniversary of the Effective Date (including, without limitation, a public offering), in which the Executive is eligible to receive following Company shall have received proceeds of at least $5,000,000 in the Executive's termination aggregate but less than $15,000,000 in the aggregate, (i) a pro rata portion of employment under any plan, program, policy, practice, contract or agreement his Base Salary and Benefits through the Termination Date plus (ii) continued payments of his then current Base Salary and Benefits for the remainder of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")Term; and (vd) for purposes of determining eligibility (but not if the time of commencement of benefits) Company shall have closed on a financing or financings prior to the first anniversary of the Executive for retiree benefits to Effective Date (including, without limitation, a public offering), in which the Executive is entitledCompany shall have received proceeds of at least $15,000,000 in the aggregate, (i) a pro rata portion of his Base Salary and Benefits through the Executive shall Termination Date plus (ii) continued payments of his then current Base Salary and Benefits for the period ending on the third anniversary of the Effective Date. Any such payments will be considered made in accordance with the Company's normal payroll practices in existence immediately prior to have remained employed by the Company until 12 months after the Date of TerminationTermination Date.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive's ’s employment with the Company is terminated by the Company hereunder without Cause (other than for Causea termination by reason of death or Disability), Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Dateand Section 5.4.3 does not apply, then the Company shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefitsSection 5.4.8: (i) Subject to Section 9.9.2, an amount equal to the sum of (Ax) the vesting schedule of each outstanding option to purchase shares of Common Stock balance of the Company held by Base Salary due under this Agreement or one and one half times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), whichever is the greater, plus (y) an amount equal to one and one half times the average of the Incentive Bonus the Executive shall be accelerated so that received from the number of shares that would otherwise have first become vested Company for all fiscal years completed during the two-year Term, with the aggregate amount due paid in equal installments on the Company’s normal payroll dates for a period following of 12 months from the Date of Termination shall immediately become exercisable and shares in accordance with the normal payroll practices of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, with each such option shall continue payment deemed to be exercisable by a separate payment for the Executive purposes of Code Section 409A (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six monthsas defined below); (ii) in the Company shall pay to event such resignation or termination occurs following the Executive in Company’s first fiscal quarter of any year, a lump sum in cash within 30 days after the Date of Termination the aggregate pro rata portion of the following amounts: (1) Executive’s Incentive Bonus for the sum of (A) fiscal year in which the Executive's base salary through ’s termination occurs based on actual results for such year (determined by multiplying the Date amount of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof such Incentive Bonus which has been earned but deferred) would be due for the most recently completed full fiscal year and (y) year, as determined in good faith by the Board, by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), (B)paid in accordance with, and at the times specified in, Section 2.2 (C) shall be hereinafter referred to as the "Accrued Obligations"“Pro Rata Bonus”); and (2iii) the amount equal to (A) the Executive's base salary continuation of all benefits for the six 24 months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after from the Date of Termination. In addition, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policysubject to Section 5.4.8, the Company shall continue vesting of all unvested stock options and restricted stock previously granted to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered accelerated by 12 months, and any such stock options, notwithstanding any provision to have remained employed by the Company until contrary in the option or the plan pursuant to which the option was granted, shall remain exercisable for a period of 12 months after following the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive the aggregate of the following amounts in a lump sum in cash within the later of (x) 30 days after the Date of Termination and (y) 30 days after the aggregate delivery of the following amountsexecuted release: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product pro-rata portion of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fractionbonus period in which the termination occurs, the numerator of which is determined based on the number of days during the applicable bonus period in which the current fiscal year through the Date of Termination, and the denominator of which is 365 Executive was employed and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) one multiplied by the Executive's ’s highest annual base salary for during the six months five-year period prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical and dental benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her [his/her] family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination Date of employment Termination under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's earned but unpaid base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously earned and deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payExecutive, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued ObligationsACCRUED OBLIGATIONS"); and (2) the amount equal to the sum of (A) the Executive's annual base salary for the six months prior to calendar year in which the Change in Control Date or the Date of Termination plus occurred, whichever annual base salary is greater, and (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan Executive Bonus Plan for the most recently completed fiscal year;calendar year in which the Change in Control Date or the Date of Termination occurred (in each case, assuming for this purpose that all targets requisite to qualifying the Executive for 100% of On Target Earnings were met and/or satisfied in full, whether or not such targets were actually met and/or satisfied), whichever such bonus is greater. (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full and (b) each outstanding restricted stock award granted to the Executive subsequent to the Change in Control Date shall be deemed to be fully vested and no longer subject to a right of repurchase by the Company. (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, -------- that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other BenefitsOTHER BENEFITS"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If (i) In the Executive's employment with the Company is terminated event of a Termination of Employment by the Company (other than for Cause, Disability without Cause or death) or a Termination of Employment by the Executive ▇▇▇▇▇▇ for Good Reason within 12 months following Reason, the Change in Control Date, then Company shall pay or provide to ▇▇▇▇▇▇ the Executive shall be entitled to the following benefitsfollowing: (i) (A) all Accrued Obligations in a lump sum within thirty (30) days after the vesting schedule date of each outstanding option to purchase shares Termination of Common Stock Employment; (B) any benefits accrued by ▇▇▇▇▇▇ as of the date of Termination of Employment under any qualified retirement plan of the Company held by to such extent, in such manner and at such time as are provided under the Executive shall be accelerated so that the number terms of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and plan; (C) notwithstanding any provision subject to applicable withholding, (i) twelve (12) months (the “Continuation Period”) of Base Salary in any applicable option agreement to accordance with the contraryCompany’s regular payroll practices, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); and (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the pro rata amount of any compensation previously deferred by bonus payable to ▇▇▇▇▇▇ under Section 2.2 accrued as of ▇▇▇▇▇▇’ Termination of Employment but not yet paid, to the Executive (together with any accrued interest or earnings thereon) and any accrued vacation payextent, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), such manner and (C) shall be hereinafter referred to at such time as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity are provided under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate bonus plan, programor, practice if no bonus plan exists, then as, when and if paid according to the Company’s regular practices; (D) continuation of all health and welfare benefits coverage of ▇▇▇▇▇▇ provided under the Company’s benefit plans or policypolicies (or, if continued coverage is barred under such plans, the Company shall provide to ▇▇▇▇▇▇ substantially similar benefits) for the Continuation Period; (E) the Company shall continue to provide benefits office space to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any ▇▇▇▇▇▇ for a reasonable period of time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive during ▇▇▇▇▇▇’ transition following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")termination; and (vii) for purposes of determining eligibility (but not If ▇▇▇▇▇▇ obtains other employment during the time of commencement of benefits) Continuation Period, ▇▇▇▇▇▇ shall promptly notify the Company thereof and of the Executive aggregate gross compensation payable to ▇▇▇▇▇▇ in respect of such other employment during the Continuation Period. The Company shall have the right to deduct, dollar for retiree benefits to which dollar, from the Executive is entitled, the Executive shall be considered to have remained employed amount payable by the Company until 12 months after to ▇▇▇▇▇▇ the Date gross aggregate amount of Terminationcompensation ▇▇▇▇▇▇ receives from such other employment during the Continuation Period, and the Company will also have the right to terminate any benefit or payment in lieu of a benefit then being provided pursuant to clause (D) above if a comparable benefit is offered by the new employer. (iii) Notwithstanding any provision herein to the contrary, ▇▇▇▇▇▇’ entitlement to the benefits described in Section 4.3(b)(i)(C) through (D) shall be conditioned on ▇▇▇▇▇▇’ execution of an effective release of claims (the “Release”), substantially in the form attached hereto as Exhibit A.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following during the Change in Control DateTerm, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, and (B) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”); and (2) the amount equal to (A) one-half (1/2) multiplied by (B) the Executive’s highest annual base salary during the three year period prior to the Effective Date. (ii) for six months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Effective Date or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until six months after the Date of Termination; and (v) if a Change in Control Date occurs during the Term and on or before the Date of Termination, the Company shall make an additional lump sum payment to the Executive equal to the sum of (A) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CB) the amount of any compensation previously deferred one-half multiplied by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to Executive’s highest annual bonus during the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months three-year period prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationEffective Date.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Dateat any time, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive the following amounts: (1) in a lump sum in cash within 30 days after in the next regularly scheduled pay cycle following the Date of Termination the aggregate of the following amounts: (1) the lump sum of (A) the Executive's ’s unpaid base salary through the Date of Termination, (B) the product of (xw) the greater of any annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferreddeferred or which the Executive forewent) for the most recently completed fiscal year or any annual bonus payable for the then current fiscal year and (yx) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, (C) the product of (y) the greater of any quarterly bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal quarter or any quarterly bonus payable for the then current fiscal quarter and (Cz) a fraction, the numerator of which is the number of days in the current fiscal quarter through the Date of Termination, and the denominator of which is 90 and (D) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C), and (CD) shall be hereinafter referred to as the "“Accrued Obligations"”); and; (2) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination an amount equal to the sum of (Ai) 100% of the greater of (a) the Executive's base salary for ’s highest aggregate bonus (including both annual and quarterly bonuses, if applicable) paid in any fiscal year during the six months five fiscal year period prior to the Date of Termination plus and (Bb) 50the sum of the maximum bonus (including both annual and quarterly bonuses, if applicable) payable to the Executive during the then current fiscal year; and (ii) the greater of (x) 100% of the Executive's ’s highest annual bonus opportunity under base salary during the Company's bonus plan for five fiscal year period prior to the most recently completed fiscal year;Date of Termination and (y) 100% of the Executive’s then current annual base salary. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Effective Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's highest annual base salary for in any twelve-month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months three years after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for with Good Reason within 12 months following Reason, the Change Company shall pay (unless otherwise noted, in Control Date, then the normal course) to the Executive shall be entitled to or provide the following amounts or benefits: (i) six months Base Salary (A) the vesting schedule of each outstanding option to purchase shares of Common Stock as in effect as of the Company held by the Executive shall be accelerated so that the number date of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by such termination or resignation), payable in accordance with the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)’s payroll practice; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearPro Rata Annual Bonus; (iii) for 12 months after the Date Executive shall be entitled to accelerate vesting of Termination, or such longer period as may be provided any outstanding LTIP Awards held by the terms Executive as of the appropriate plandate of his termination, program, practice or policy, with any options (if applicable) to be exercised before the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives earlier of the Company option expiration date and its affiliated companiesone year following the employment termination date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) to continued coverage in under the extent not previously paid or provided, Company’s health insurance plan for a six month period following his termination date with the Company shall timely paying its share of the cost of the premiums for such period. If continued coverage under the Company’s plan would create a plan discrimination issue or is otherwise not permitted, Company will pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the cost for the Executive is eligible to receive following obtain comparable health insurance coverage for the Executive's termination of employment under any plan, program, policy, practice, contract or agreement applicable period less the amount of the Company and its affiliated companies employee share that the Executive would otherwise have had to pay under the Company’s health insurance plan (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not in effect at the time of commencement of benefitstermination) for such applicable period, which amount will be paid in a lump sum if permissible under Section 409A. All payments to be provided to the Executive under this Section 5 shall be subject to the Executive’s compliance with the restrictions in Section 6 and execution, within sixty (60) days of the Executive for retiree benefits Executive’s termination, of a general release and waiver of claims against the Company, its officers, directors, employees and agents, in a form acceptable to which the Executive is entitledCompany, from any and all liability arising from the Executive shall be considered to have remained employed by Executive’s employment relationship with the Company until 12 months after (which release will include an agreement between both parties not to disparage the Date of Terminationother) that is not revoked.

Termination Without Cause or for Good Reason. If the The Company may terminate Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the without Cause and Executive may terminate his employment for Good Reason within 12 months following (as defined below), in each case upon thirty (30) days prior written notice. In the Change in Control Dateevent that, then during the Term, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following benefitsin lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company within ten (10) business days: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Amounts; (ii) the Company shall pay to the Executive in a lump sum in cash severance payment, within 30 days after the Date of Termination the aggregate of the following amounts: ten (110) business days, equal to the sum of (A) the Executive's base salary through Base Salary for the Date balance of Terminationthe Term measured from the date of termination of employment pursuant to this Section 4(b) to the expiration date of the Term, and (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the an amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearyear immediately preceding such termination; (iii) continued coverage for 12 a period of twelve (12) months after commencing on the Date date of Terminationtermination (A) for Executive (and his eligible dependents, or if any) under the Company's health plans on the same basis as such longer period as may be provided coverage is made available to executives employed by the terms of the appropriate planCompany (including, programwithout limitation, practice or policyco-pays, the deductibles and other required payments and limitations) and (B) under any Company shall continue to provide benefits life insurance plan in which Executive was participating immediately prior to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companiestermination; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) full vesting of all options and shares of restricted stock previously granted to Executive, with all outstanding options remaining exercisable for their originally scheduled respective terms (other than any incentive stock options granted to Executive prior to the extent date hereof that do not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (for such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"continued exercisability in accordance with their terms); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the Executive's employment with event that: (a) the Company is terminated by the Company (terminates for any reason other than for Cause, Disability ; or death(b) Employee resigns or by the Executive terminates for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: in any such event: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by shall pay to Employee any payments and benefits hereunder that are accrued and unpaid up to, and shall reimburse Employee for any expenses incurred pursuant to paragraph 3.5 hereof prior to, the Executive shall be accelerated so that the number date of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions termination or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); expiration; (ii) the Company shall pay to the Executive in Employee within twenty business days after termination or expiration of his employment, a lump sum in cash within 30 days after equal to the Date greater of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid two or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days full years remaining in the current fiscal year through the Date of Termination, Term multiplied by Employee’s Base Salary and the denominator of which is 365 and (C) the amount of any incentive compensation previously deferred by the Executive (together determined in accordance with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary Paragraph 3.2 for the six months prior to year preceding the Date date of Termination plus (B) 50% termination of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; employment; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits pay to the Executive and Employee prior to March 31 of the Executive's family at least equal to those which year following termination, the incentive compensation for Employee would have earned as provided in Paragraph 3.2 hereof if he had been provided to them if an Employee on December 31 of the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect year of termination; (iv) all restrictions on the Measurement Date or, if more favorable Initial Grant of Restricted Stock and any Restricted Stock subsequently granted under paragraph 3.3(c) shall lapse; (v) Employee shall be issued that number of shares of common stock of HME having no restrictions as shall equal the number of shares of restricted stock to be issued under paragraph 3.3(c) that have not yet been issued as of the date of termination; (vi) all options previously issued to the Executive Employee under paragraph 3.3(b) shall vest; and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefitsvii) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits pay to the Executive and his or her family; (iv) Employee the value of the stock option grants that would otherwise have been awarded to Employee under the extent not previously paid or provided, Agreement but for the Company shall timely pay or provide to termination with the Executive any other amounts or benefits required value to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement determined as of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes date of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationtermination utilizing a reasonable methodology.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, the Change in Control DateFMV Stock Option, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Premium Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions Option and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company Super-Premium Stock Option shall each vest and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was become exercisable on the Date of Termination) for a period Termination with respect to 33% of six months following the Shares covered respectively thereby that have not previously vested and become exercisable as of such date. Subject to Section 7 of this Agreement, the portion of the Stock Option that is or becomes exercisable on the Date of Termination may be exercised at any time through the earlier of (or i) the remainder six (6) month anniversary of the option term if less than six months); Date of Termination and (ii) the Company last day of the Option Period, and after which such portion shall pay (except to the Executive extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a lump sum in cash within 30 days after Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the six (6) month anniversary of the Date of Termination and (b) the aggregate last day of the following amounts: Option Period, after which such portion shall (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case except to the extent not previously paid (the sum otherwise provided in Section 10 below) expire. For purposes of the amounts described in clauses (Athis Section 4(b), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract will be deemed to be “in anticipation of” a Change of Control if such termination (or agreement of the Company and its affiliated companies (Good Reason event giving rise to such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vtermination) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed done by the Company until 12 months after or any Subsidiary or Affiliate with the Date principal purpose of Terminationavoiding or evading its compensation obligations that would arise upon a termination following a Change of Control.

Termination Without Cause or for Good Reason. If the Executive's your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by the Executive you for Good Reason within 12 24 months following the a Change in Control DateControl, then the Executive you shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive you in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator number of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (A) the Executive's your highest annual base salary for during the six months five-year period prior to the Date of Termination plus Change in Control and (B) 50% of the Executive's your highest annual bonus opportunity under during the Company's bonus plan for five- year period prior to the most recently completed fiscal year;Change in Control. (iiiii) for 12 months after the your Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive you and the Executive's your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination (excluding any savings and/or retirement plans) if the Executive's your employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes you become reemployed with another employer and is are eligible to receive a particular type of medical or other welfare benefits (e.g.under another employer- provided plan, health insurance benefits) from such employer on terms at least as favorable the medical and other welfare benefits described herein shall not be provided to the Executive and his or her family as those being extent the same are provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;under such other plan during such applicable period of eligibility; and (iviii) to the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive you any other amounts or benefits required to be paid or provided or which the Executive is you are eligible to receive following the Executive's your termination of employment under any plan, program, policy, practice, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for while employed by the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under while employed by the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company Companies is terminated by the Company Companies (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company AWHI shall pay to the Executive in a lump sum in cash within 30 days after the Termination Date of Termination (as defined in Section 5) the aggregate of the following amounts: (1) : the sum of (A) the Executive's base salary through the Termination Date of Termination(to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of TerminationTermination Date, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) and the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus three multiplied by (B) 50% the sum of (x) the Executive's annual base salary in effect on the Termination Date and (y) the average bonus opportunity under the Company's bonus plan paid for the most recently completed three fiscal yearyears immediately preceding the fiscal year during which the Termination Date occurs; (iiiii) for 12 months after the Date of TerminationTermination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company Companies shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company AWI and its AWHI and their affiliated companies; providedPROVIDED, however, that neither AWI nor AWHI shall be obligated to continue any benefits which cannot be continued for terminated employees of the Companies; and PROVIDED, FURTHER, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of substantially equivalent benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyfamily, then the Company Companies shall no longer be required to provide those particular the benefits to the Executive and his or her familydescribed in this clause (ii); (iviii) to the extent not previously paid or provided, the Company Companies shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company Companies and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and; (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company Companies until 12 months after the Date Termination Date; and (v) notwithstanding any provisions of Terminationany stock incentive or option plan or individual stock option agreement to the contrary, effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of AWI then held by the Executive shall become (to the extent it is not already) immediately exercisable in full.

Termination Without Cause or for Good Reason. If the Executive's your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by the Executive you for Good Reason within 12 24 months following the a Change in Control DateControl, then the Executive you shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive you in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator number of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (A) the Executive's your highest annual base salary for during the six months five-year period prior to the Date of Termination plus Change in Control and (B) 50% of the Executive's your highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control. (iiiii) for 12 months after the your Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive you and the Executive's your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination (excluding any savings and/or retirement plans) if the Executive's your employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes you become reemployed with another employer and is are eligible to receive a particular type of medical or other welfare benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable the medical and other welfare benefits described herein shall not be provided to the Executive and his or her family as those being extent the same are provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;under such other plan during such applicable period of eligibility; and (iviii) to the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive you any other amounts or benefits required to be paid or provided or which the Executive is you are eligible to receive following the Executive's your termination of employment under any plan, program, policy, practice, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for while employed by the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under while employed by the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the -------- Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. 4.2.1. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or death) or a resignation by the Executive for Good Reason within 12 months following Reason, then, in addition to the Change payments and benefits provided for in Control Date, then Section 4.1 above and subject to Section 8 below: (a) the Company will pay to the Executive shall be entitled on the date of such termination a cash amount equal to the following benefits: sum of (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock one year of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable Executive's Base Salary as in effect on such date, and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to target Annual Bonus amount applicable for the Executive calendar year in a lump sum in cash within 30 days after which the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Terminationtermination occurs, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivb) to the extent not previously paid or providedpaid, the Company shall timely will pay or provide to the Executive any other amounts or benefits required Annual Bonus payable with respect to be paid or provided or which a calendar year that ended prior to that termination, and (c) all outstanding stock options then held by the Executive is eligible (including the Stock Option) will immediately become vested and exercisable with respect to receive that number of additional shares of the Company's common stock with respect to which such stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his termination of employment and will remain exercisable for 12 months following the Executive's termination of employment; provided that if the Company's obligation to make the payments provided for in this Section 4.2.1 arises due to a termination of the Executive's employment under any plandue to his death or Disability (as defined below), programthe cash payments described in clauses (a) and (b) of this Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), policyheirs, practiceestate or beneficiaries) pursuant to the life insurance or long-term disability plans, contract policies or agreement arrangements of the Company and its affiliated companies by virtue of his death or that Disability (including, for this purpose, only that portion of such other amounts and life insurance or disability benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed funded by the Company until 12 months or by premium payments made by the Company). 4.2.2. For purposes of this Agreement, the Executive's employment will be deemed to have been terminated without "Cause" if his employment is terminated as a result of his death or Disability or is terminated by the Company other than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with the commencement of his employment or the performance of his duties as an officer or director of the Company. For purposes of this Agreement, "Disability" means the Executive's inability, by reason of any physical or mental impairment, to substantially perform his regular duties as contemplated by this Agreement, as determined by the Board in its sole discretion (after affording the Date Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of Terminationsuch determination.

Termination Without Cause or for Good Reason. (i) If the Executive's ’s employment with by the Company is terminated by the Company other than for Cause (other than a termination for Cause, Disability or due to the Executive’s death) or by the Executive for Good Reason within 12 months following Reason, the Change in Control DateCompany shall pay or provide the Executive with the Accrued Amounts. In addition, then upon such termination, the Buy-Out Restricted Stock Awards shall fully vest and all restrictions thereon shall lapse, and the Executive shall be entitled to the following benefits: Supplemental Pension benefit accrued through the date of termination as provided in Section 6(b), above (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) including additional credit for a period of six months following the Date of Termination (or the remainder of the option term if less than six monthsSupplemental Pension service as provided therein);. (ii) the Company shall pay to Upon such termination, the Executive shall also be entitled to severance and any welfare benefit continuation provided in a lump sum accordance with any applicable Company plan, but in cash within 30 days after the Date of Termination the aggregate of the following amounts: no event less than (1i) two (2) times the sum of (A) the Executive's base salary through the Date of Termination’s Base Salary, plus (B) his then-current target bonus amount; (ii) subject to the product Executive’s continued co-payment of premiums, continued participation for two (x2) years in all health and welfare plans which cover the annual bonus paid or payable Executive (including any bonus or portion thereof which has been earned but deferredand eligible dependents) upon the same terms and conditions (except for the most recently completed fiscal year requirements of the Executive’s continued employment) in effect for active employees of the Company; and (yiii) a pro-rata portion of the Executive’s bonus for the performance year in which the Executive’s termination occurs, payable at the time that annual bonuses are paid to other senior executives, (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days in during the current fiscal performance year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and 365) (C) the amount “Pro Rata Bonus”). In the event that the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular health or welfare plan, such continuation of any compensation previously deferred coverage by the Executive Company for such similar or improved benefit under such plan under this subsection shall immediately cease, provided that in no event shall any COBRA (together with any accrued interest or earnings thereonCOBRA-equivalent) and any accrued vacation pay, in each case benefits or retiree benefits cease but they shall become secondary to the extent permitted by law (or suspended in the case of COBRA or COBRA-equivalent benefits) while such other benefits are in effect. To the extent such coverage cannot previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity provided under the Company's bonus plan ’s health or welfare plans without jeopardizing the tax status of such plans, for the most recently completed fiscal year; underwriting reasons (iiie.g., disability benefits) for 12 months after the Date of Termination, or such longer period as may be provided by the terms because of the appropriate plan, program, practice or policytax impact on the Executive, the Company shall continue to provide benefits pay the Executive an amount equal to the Executive and value thereof; provided that the Executive's family at least equal to those which would have been provided to them “value” of benefits, if insured benefits, shall be the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect present value (based on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives two (2)-year U.S. Treasury rates as of the Company date of termination) of premiums expected for coverage, and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health not insurance benefits) from such employer on terms at least as favorable to , shall be the Executive and his or her family as those being provided by present value of the Companyexpected net cost (i.e., then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivgross cost less any active employee premiums) to the extent not previously paid or provided, Company to provide such benefits. The continuation of health benefits under this subsection shall reduce and count against the Executive’s rights under COBRA. Any termination by the Company shall timely pay other than for Cause (other than a termination for Disability or provide due to the Executive any other amounts Executive’s death) or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of by the Executive for retiree Good Reason will be treated as a “layoff” under Company layoff plans that are applicable to senior executives (with severance and benefits payable as provided in this Section 8(d)). Provided, this Section 8(d)(ii) shall not apply to which the Executive is entitled, the Executive shall be considered to have remained employed any termination of Executive’s employment by the Company until 12 months or by the Executive at or after the Date of TerminationExecutive has attained age 62.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of Company shall terminate the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, Employee’s employment without Cause as set forth in Section 7(b) or (B) the vesting schedule of Employee shall terminate the Employee’s employment for Good Reason as set forth in Section 7(c), in each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions case, during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by Employment Period, the Company shall pay or provide to The Employee: (A) any accrued and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following unpaid Base Salary and vacation earned through the Date of Termination (or including any pay in lieu of notice), which shall be paid on the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days tenth day after the Date of Termination (or, if such day is not a business day, the aggregate next business day after such day); plus (B) as liquidated damages in respect of claims based on provisions of this Agreement and provided that the Employee executes and delivers (and does not revoke) a general release of all claims in the form attached as Exhibit A hereto within 60 days following the Date of Termination: (I) six months’ Base Salary which shall be paid in periodic installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of the 60th day following amounts: the Date of Termination; plus (1II) if the sum applicable performance targets have been achieved in accordance with the Bonus Plan for the year of termination (as determined by the Board (or applicable committee thereof) following the end of such year), a prorated bonus under the Bonus Plan for the year of termination in an amount equal to (A) the Executive's base salary through bonus The Employee would have otherwise received under the Date Bonus Plan for the year of Terminationtermination, multiplied by (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in The Employee was employed by the current fiscal Company during such calendar year through the Date of Termination, and the denominator of which is 365 and 365, payable in accordance with the Bonus Plan; plus (CIII) full vesting of all equity awards (other than any awards subject to performance-based vesting), including, without limitation, the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereonRestricted Stock Units granted pursuant to Section 4(b) and any accrued vacation payabove, in each case case, to the extent not previously paid yet vested (the sum of the amounts described in clauses collectively, Section 7(f)(i)(B)(I) through (AIII), (Bthe “Severance”), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the Executive's employment with the Company event that this Agreement is terminated by either (a) the Company (for any reason other than for Cause, Disability Cause or death(b) or by the Executive for Good Reason within 12 months Reason, but excluding such a termination following the a Change in Control, Executive shall be entitled to receive a single lump sum payment equal to the sum of the following amounts: (1) the amount of any accrued and unpaid Base Pay then due to Executive and any accrued and unpaid bonus, (2) the value of any accrued and unused vacation, and (3) a single lump sum payment equal to (i) 150% of Executive’s then current Base Pay and (ii) a pro rata portion of Executive’s bonus that would have been earned with respect to the year in which the termination had the Executive remained employed through the end of the performance period based upon the number of months in the year of termination ending on the Date of Termination (assuming for this Article 3.1 that Executive has worked the full month of the month in which the Date of Termination Control Dateoccurs) to the extent the performance goals for the performance period have been achieved, then for any performance periods beginning after January 1, 2009; provided, that, by way of clarification, in no event shall any such payment be made in the event this Agreement is terminated pursuant to Section 2.1. In addition, the Executive shall be entitled to the following benefits: (i) (A) elect continuation coverage under COBRA during the vesting schedule of each outstanding option to purchase shares of Common Stock of Severance Period and the Company held by hereby agrees to pay the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companypremiums for such continuation coverage, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) elect health care continuation coverage on substantially the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to same terms as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months existed prior to the Date of Termination plus (B) 50% for an additional eighteen months following the termination of the Executive's annual bonus opportunity Severance Period provided that the Executive shall pay to the Company a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the Company's bonus plan for the most recently completed fiscal year; applicable health care plan, and (iii) for 12 months after the duration of the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the car allowance provided for under Article 1.13 of this Agreement, but excluding the housing allowance other than amounts (on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in Section 1.12 with respect to any lease existing at the Date of Termination, provided that lease or such longer period as may be provided by rental payments shall not exceed the terms duration of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives Severance Period regardless of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement length of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"lease); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) .75 multiplied by the Executive's ’s highest annual base salary for during the six months five-year period prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 9 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical and dental benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her [his/her] family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Subject to the provisions of subsection 5.4.3 hereof, if, prior to the expiration of the Term and during the period in which the Executive serves as Interim Chief Executive Officer, the Executive's ’s employment with the Company hereunder is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and without Cause (C) notwithstanding any provision in any applicable option agreement to the contraryother than a termination by reason of Disability), each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (iii) the Company shall pay to the Executive in a lump sum in cash within 30 days after all expenses and accrued Benefits arising prior to such termination which are payable to the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary Executive pursuant to this Agreement through the Date of Termination, (Bii) the product Company shall continue to pay the Executive his Base Salary as then in effect for a period of twelve (x12) months from the Date of Termination (such period being referred to hereinafter as the “Severance Period”), in equal installments on the Company’s normal payroll dates during the Severance Period in accordance with the payroll practices of the Company, beginning with the first pay date that begins after the Date of Termination, (iii) the annual bonus paid or payable (including any bonus or Company shall pay a pro rata portion thereof which has been of the Incentive Bonus, if any, earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and Termination as determined in the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum discretion of the amounts described in clauses (A)Board of Directors, (B)at such time the Incentive Bonus, and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Terminationif any, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would otherwise have been provided to them if the Executive's employment had not been terminated, payable in accordance with the applicable Benefit Plans in effect on the Measurement Date orSection 2.2 hereof, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent permitted by the Company’s group health insurance carrier and as would not previously paid cause the Company to incur tax or providedother penalties, the Company shall timely pay or provide to Executive each month an after-tax amount equal to the Executive any other amounts or benefits required monthly amount of the COBRA (as defined below) continuation coverage premium under the Company’s group medical plans as in effect from time to time, for eighteen (18) months following the Date of Termination. In the event the aggregate amount of payments described in clauses (ii) and (iii) above (the “Aggregate Payments”) is determined to be paid or provided or which less than $250,000 (without taking into this sentence), the amount described in clause (iii) shall equal the minimum amount necessary such that the Aggregate Payments will equal $250,000. The receipt of health care benefits set forth in (iv) above shall be conditioned upon the Executive is eligible making a timely election to receive following coverage provided to former employees under the Executive's termination Consolidated Omnibus Budget Reconciliation Act of employment under any plan, program, policy, practice, contract or agreement 1985 (“COBRA”) and Section 4980B of the Code and continuing such coverage for so long as it may be available, and thereafter continuing to pay an amount equal to the monthly COBRA premium as in effect at the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred from time to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) in respect of the applicable level of coverage. If Executive for retiree benefits allows such coverage to which lapse by not paying the Executive is entitledapplicable amount, such coverage may not thereafter be reinstated. In addition, during the Severance Period, the Executive shall be considered entitled to have remained employed by continue to participate in all employee benefit plans that the Company until 12 months after the Date provides (and continues to provide) generally to its senior executives, subject to terms and conditions of Terminationsuch employee benefit plans.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for in any twelve-month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive's family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive's family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive's family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months one year after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, then, subject to Section 7 of this Agreement, the Change in Control Date, then Stock Option may be exercised at any time through the Executive shall be entitled to the following benefits: earlier of (i) the six (A6) the vesting schedule month anniversary of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock (ii) the last day of the Company received upon exercise Option Period, and after which the Stock Option shall (except to the extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of any vested options will no longer be or within twelve (12) months following a Change of Control, then, subject to a right Section 7 of repurchase by this Agreement, the Company, Stock Option or any portion thereof may be exercised at any time through the earlier of (Ba) the vesting schedule twelve (12) month anniversary of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination and (b) the last day of the Option Period, after which the Stock Option shall immediately become free from conditions (except to the extent otherwise provided in Section 10 below) expire. For purposes of this Section 4(b), a termination of employment will be deemed to be “in anticipation of” a Change of Control if such termination (or restrictions and the aggregate number of shares free from conditions or restrictions under Good Reason event giving rise to such award will no longer be subject to a right of repurchase termination) is done by the Company and (C) notwithstanding or any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (Subsidiary or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance Affiliate with the applicable Benefit Plans in effect on the Measurement Date orprincipal purpose of avoiding or evading its compensation obligations that would arise upon a termination following a Change of Control. Further, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitledthis Agreement, the Executive shall be considered terms “Initial Investors” and “Initial Investors and their affiliates” as used in the Plan and in this Agreement (as applicable), including, without limitation, as applied to have remained employed by the Company until 12 months after “Change of Control” definition under the Date of TerminationPlan, is hereby modified so that such terms are understood to include only Oaktree Capital Management, L.P. and its Affiliates and to exclude Apollo Management VII, L.P. and its Affiliates.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full; (ii) each vested option (including any options vesting as a result of acceleration) to purchase shares of common stock of the Company shall be accelerated so that exercisable by the number Executive until the earlier of shares that would otherwise have first become vested during the two-year period following second anniversary of the Date of Termination shall immediately become exercisable and or the expiration of the original term of such option, subject to any contrary treatment provided in connection with the Change in Control Event that is consistent with the Company's equity award plans or such other plan that covers the options; (iii) all shares of restricted Common Stock of the Company received upon exercise or restricted stock units of any vested options will no longer be subject to a right of repurchase the Company held by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination Executive shall immediately become free from conditions or restrictions vest in full; (iv) provided the Executive executes, delivers and the aggregate number does not revoke a comprehensive release of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase claims in form and substance as provided by the Company and (Cthe “Release”) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive which Release must become irrevocable within sixty (to the extent such option was exercisable on the Date of Termination60) for a period of six months days following the Date of Termination (or such shorter period as the remainder Company may provide) and provided that, to the extent necessary to comply with Section 409A, the Change in Control Event also constitutes a change in the ownership or effective control of the option term if less than six monthsCompany, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v); , (iivi) and (vii), and subject to Section 8.8 hereof, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination, (B) an amount equal to the product Executive’s base salary for the six months prior to the Date of Termination, (xC) an amount equal to 50% of the Executive's annual bonus paid or payable opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus opportunity for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365, (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any delay required by Section 8.8(a) and (c) hereof, (F) an amount equal to 50% of any commissions paid to the Executive over the previous 12 month period and (G) any accrued but unpaid vacation pay, in each case to the extent not previously paid pay (the sum of the amounts described in clauses (A), (B), (C), (D) (E), (F) and (CG) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iiiv) provided the Executive timely elects and remains eligible for benefits continuation pursuant to the federal “COBRA” laws, for up to 12 months after the Termination Date of Termination, or such longer period as may be provided by (the terms of the appropriate plan, program, practice or policy“COBRA Continuation Period”), the Company shall continue to provide benefits to will pay any difference between the premiums for health continuation coverage and the amount for which the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter otherwise be responsible with respect to other peer executives of the Company medical and its affiliated companiesdental coverage elected; provided, however, that if the COBRA Continuation Period shall not extend beyond the date on which the Executive becomes reemployed with covered under another employer and insurance plan providing coverage that is eligible substantially similar in the aggregate or greater. After the continuation period, the Executive will receive notice of his opportunity to receive a particular type elect continuation coverage under the Consolidated Omnibus Reconciliation Act of benefits 1985, if any, provided the Executive pays the full COBRA premium. Notwithstanding the foregoing, the Company may end these payments earlier (e.g.but not the Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations will cause the payment of these premiums to trigger taxes or penalties on the Company or other participants or, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to extent the Executive and his or her familywould be taxed on more than the amount of the premiums; (ivvi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”), and such amounts or benefits shall be paid or provided to the Executive in a lump sum within 10 business days following the Date of Termination, subject to any delay required by Section 8.8(a) and (c) hereof; and (vvii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination. Subject to the terms and conditions set forth in Section 8.8, the Company shall pay the Accrued Obligations on the first payroll date following the date the Release becomes irrevocable (such date, the “Payment Date”) provided, however, that if the 60th day following the Date of Termination falls in the calendar year following the year of the Executive’s termination of employment, the Payment Date shall be the first payroll date occurring in such later calendar year; and provided further that the Accrued Obligations described in Section 4.1(a)(iv)(A), (E) and (G) shall be paid earlier to the extent required by applicable law.

Termination Without Cause or for Good Reason. If In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive's ’s employment with the Company is terminated by the Company without Cause (other than for Cause, Disability because of death or deathDisability) or by the Executive terminating his employment for Good Reason within 12 months Reason, the Company will pay or deliver to the Executive the following amounts and grant the Change in Control Executive the following rights and benefits. (a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Termination Date, then the Executive shall be entitled and any unpaid expense reimbursements pursuant to the following benefits: (i) (A) the vesting schedule of each outstanding option this Agreement that are due and owing to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to collectively, the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months“Accrued Obligations”);. (iib) the The Company shall will pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) or provide the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously already paid or provided, the Company shall timely pay or provide to the Executive any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following as of the Executive's termination of employment Termination Date under any plan, program, policy, practice, contract contract, or agreement of the Company and its affiliated companies affiliates, including without limitation under any tax qualified pension or savings or 401(k) plans of the Company (the “Other Benefits”). (c) The Company will pay the Executive the 2024 Annual Bonus that the Executive earned for 2024 to the extent that such other amounts and benefits 2024 Annual Bonus had not yet been paid before the Termination Date (the “2024 Arrear Bonus”). (d) The Company will pay the Executive an amount equal to $5,000,000.00 (the “Severance Benefit”). (e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be hereinafter referred delivered or paid to the Executive. Any Equity Awards held by the Executive as of the "Other Benefits"Termination Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Termination Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Termination Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; andor (2) if actual performance has exceeded the target level as of the Termination Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Termination Date, pro rated against the full measurement period that would otherwise have extended beyond the Termination Date. (vf) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a). (g) If the Termination Date occurs within twelve (12) months preceding a Change in Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months following a Change in Control, the Company shall, in lieu of the payment provided for purposes in Section 6.1(d), pay the Executive an amount equal to $6,000,000.00. For clarity, the Executive will also receive the vesting of determining eligibility the Equity Awards provided for in Section 6.1(e). (but not h) Upon a termination of the time of commencement of benefits) of Employment Period by the Company without Cause or by the Executive for retiree benefits to which the Executive is entitledGood Reason, the Executive shall not be considered entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have remained employed no additional obligations under this Agreement except as provided in this Section 6.1. (i) As a condition precedent to any Company obligation to pay the Executive the 2024 Arrear Bonus, the Severance Benefit, and any Equity Awards under Section 6.1(e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period. (j) Unless otherwise specified or required in Section 6.8(c), the Company shall pay and/or deliver (i) the Accrued Obligations and the Other Benefits with the Company’s first payroll cycle following the Termination Date, or, in the case of the Other Benefits, otherwise in accordance with applicable plan documents, (ii) the 2024 Arrear Bonus and the Severance Benefit to the Executive in a single lump cash sum payment with the Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable revocation period, whichever date is later, (iii) the Vested Equity Awards on the Termination Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings. (k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company until 12 months after other than for Cause or by the Date Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of Terminationemployment.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive's highest annual base salary for during the six months three-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's annual average bonus opportunity under payment over the Company's bonus plan for three-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Board terminates the Executive's ’s employment with the Company is terminated by the Company hereunder without Cause (other than for Cause, Disability a termination by reason of death or death) or by the Executive for Good Reason within 12 months following the Change in Control DateDisability), then the Board shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefitsSections 5.4(g) and 8.8: (i) subject to Section 8.8(b), an amount equal to two (A2) times the sum of (x) the vesting schedule of each outstanding option to purchase shares of Common Stock of Base Salary as then in effect and (y) $1,650,000 (the Company held by “Severance Amount”), paid in a lump sum on the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period sixtieth day following the Date of Termination Termination, provided that in the event of a termination pursuant to this Section 5.4(b) within two years following a Change in Control (as defined below), the Severance Amount shall immediately become exercisable be reduced by 1/24 for each complete month of employment following the Executive’s attainment of age sixty-eight (68) and shares of Common Stock further provided that, if the Executive violates the covenants in Section 6 hereof, no further payment shall be due under this subsection (i), or, if the Severance Amount has already been paid, the Executive shall repay to the Partnership an amount equal to 1/24 of the Company received upon exercise paid amount for each month between the date of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions violation and the aggregate number second anniversary of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company STI earned (without regard to any requirement that an employee be present on the date such STI is paid) but unpaid for a prior fiscal year, paid in accordance with Section 2.2, provided that, if the STI has not yet been declared for the prior fiscal year, the STI shall pay to be based on the Executive same percentage of Base Salary that was paid in a lump sum the prior fiscal year (including payment timing, the “Prior Year STI”), and further provided that, the Prior Year STI shall only be payable in cash within 30 days after the Date of Termination the aggregate of the following amounts:cash, and not equity; (1iii) subject to Section 8.8(b), a pro-rata portion of an STI in the sum amount of (A) $1,650,000 for the fiscal year in which the Executive's base salary through the Date ’s termination occurs (determined by multiplying such amount of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) STI by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Executive is employed by the Company Group and the denominator of which is 365), paid in cash in a lump sum on the sixtieth day following the Date of Termination (including payment timing, the “Pro Rata STI”); (iv) immediate full acceleration of any portion of the outstanding Stock Options and Annual Equity Awards that is unvested on the Date of Termination, and all outstanding stock option awards shall remain exercisable until the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case earliest to the extent not previously paid (the sum occur of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date fifth anniversary of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided the expiration of the applicable option term, and any violation by the terms Executive of the appropriate plancovenants contained in Section 6 hereof, programprovided that, practice or policyif an award agreement provides for a longer exercise period with respect to the applicable employment termination event, the Company longer exercise period shall continue to provide benefits apply with respect to the Executive and applicable options; (v) continued medical coverage at the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to Partnership’s expense for the Executive and his or her family, in effect generally at any time thereafter with respect to spouse and other peer executives of eligible dependents under the Company Group’s medical, dental and its affiliated companies; provided, however, that if vision plan until the Executive becomes reemployed with another employer and is eligible to receive a particular type earlier of benefits (e.g., health insurance benefitsx) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; eighteen (iv18) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive months following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination, and (y) the Executive becoming eligible for coverage under the health, dental or vision insurance plan, as applicable, of a subsequent employer, provided that such period of continued medical coverage shall constitute coverage under COBRA, and provided further that in the event the Executive’s coverage terminates pursuant to (x), the Partnership shall pay the Executive a lump sum payment equal to six (6) times the monthly COBRA premium then in effect within thirty (30) days of such termination of coverage (the benefits provided under this sub-section (v), the “Medical Continuation Benefits”).

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for Good Reason within 12 months following Reason, the Change in Control Date, then Company shall pay or provide the Executive shall be entitled to with the following payments and benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Benefits; (ii) the Company shall pay subject to the Executive in a Section 22(b), an immediate lump sum in cash within 30 days after payment equal to two (2) times the Date of Termination the aggregate of the following amountssum of: (A) the Base Salary; and (B) the PIP Bonus, based on the greater of (1) the sum stated target bonus for the year of termination and (A2) the Executive's base salary through average of the Date PIP Bonuses (or, for years prior to 2005, the management incentive bonuses) earned by the Executive in the last two full fiscal years completed prior to termination. (iii) at such time as PIP Bonuses are paid to other executives generally in the following year, a pro-rata portion of Terminationthe PIP Bonus the Executive would have earned for the year of her termination of employment (determined by multiplying the amount of said actual earned bonus by a fraction, the numerator of which is the number of days during the applicable year of termination that the Executive was employed by the Company and the denominator of which is 365); (Biv) except as expressly provided in subclause (v) below, at such time as provided in the applicable plan or award agreement, in respect of any Performance-Based LTIP Award, at least a pro-rata portion of such Performance-Based LTIP Award, equal to the product of (x) (1) for any performance period ending in the annual year of termination, the actual bonus paid or payable (including any bonus or portion thereof which has that would have been earned but deferredfor that performance period, and (2) for each other performance period, the most recently completed fiscal year target amount payable in respect of such Performance-Based LTIP Award, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through Executive was employed by the Date of Termination, Company during the applicable performance period and the denominator of which is 365 and (C) the amount number of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, days in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearsuch performance period; (iiiv) for 12 months after all of the Date Initial RSUs referenced in Section 4(c)(i), all of Termination, or such longer period as may the Supplemental Units referenced in Section 4(c)(ii) and all of the Performance Based RSUs referenced in Section 4(d) shall immediately vest upon the Executive’s termination and be provided by payable in accordance with the terms of the appropriate applicable plan or agreement and, with regard to all other equity grants (other than any Performance-Based LTIP Awards other than the Performance Based RSUs, each of which is addressed in Section 7(d)(iv)), pro rata vesting of the next tranche, to be vested based upon the relative number of days employed from the prior vesting date (or grant date if no prior vesting) to the next vesting date and the Post-Termination Exercise Period and paid in accordance with the terms of the applicable plan or agreement; (vi) for a period of two (2) years after such termination, the Company, at its sole expense, shall provide the Executive (and her dependents) with health insurance coverage under the Company’s group health insurance plan, program, practice or policyprovided that coverage for the period after the end of the eighteen (18)-month period following the Executive’s termination shall be deemed to be monthly in-kind payments. To the extent the plan is a “self-insured medical reimbursement plan” under Section 105(h) of the Code and such coverage would be discriminatory thereunder, the Company premiums (both during and after the eighteen (18)-month period) shall continue to provide benefits be treated as taxable income to the Executive and the Executive shall be grossed-up therefor on a monthly basis at the same time as the premium is deemed paid, such that the Executive shall have no after-tax cost therefor or for the gross-up; provided further that any gross-up that would be paid within the Delay Period (as defined in Section 22 hereof) shall not be paid during such period, but shall be paid immediately thereafter. The Company’s obligation hereunder shall cease upon the Executive's family at least ’s becoming eligible for the health plan of another employer of Executive; (vii) subject to Section 22(b), an amount equal to those the lump sum value (based on the actuarial assumptions used under the respective plan) of two years of additional service and age credit for pension purposes under any qualified or nonqualified defined benefit type pension plan or arrangement of the Company (with the Base Salary used as the salary component of “final average earnings” for purposes of this calculation), which payments shall be made as soon as practicable after termination of employment; (viii) subject to Section 22(b), an amount equal to two (2) years of the maximum Company matching contribution (assuming the Executive deferred the maximum amount and continued to earn her then current Base Salary) under any type of qualified or nonqualified deferred compensation plan sponsored by the Company, which amount shall be paid as soon as practicable after termination of employment; (ix) notwithstanding the terms and conditions of any such plan, program or arrangement, if at the time of her termination of employment the Executive shall not have attained the age generally required to be treated as a retiree (it being recognized that her service to date is sufficient to meet any service condition to such status and that it is expected she would attain such age were her employment to continue for the initial term of this Agreement), the Executive shall be deemed to have met any and all conditions to qualify for all rights and benefits available as a retiree under any such plan, program or arrangement (other than any plan qualified under Section 401(a) of the Code), and shall be treated as having met the conditions to qualify for retirement for all purposes under each such plan, program or arrangement (other than any plan qualified under Section 401(a) of the Code). Subject to Section 22(b), the benefits that the Executive would have been able to receive from the Company’s Section 401(a) plan had she qualified to retire at the date of her termination will be paid to Executive on a non-qualified basis from the Company’s general assets until such time as Executive is eligible to receive such benefits from the Section 401(a) plan. If the Executive is eligible for retiree status under the Company’s medical reimbursement plan by reason of this Section 7(d)(ix) (and not otherwise) and if it is self-insured, the Company shall, instead of providing coverage for the Executive thereunder for any period after the Executive’s right to continued coverage under COBRA expires, purchase for the benefit of Executive an insurance policy that provides the Executive with medical benefits coverage as close as reasonably available from a reputable provider the coverage to which she would have been provided to them if her under the Company’s self-insured plan; and (x) outplacement services at a level commensurate with the Executive's employment had not been terminated, in accordance with ’s position for up to two (2) years after such termination of employment. For a period of six (6) months after the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or providedExecutive’s termination, the Company shall timely pay or provide make available to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following office space and secretarial support at a level commensurate with the Executive's termination ’s position. The Executive shall pay to the Company the cost of employment under any plansuch space and support on a monthly basis. The Company, program, policy, practice, contract or agreement at the end of the Company and its affiliated companies (such other amounts and benefits six month period shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of promptly reimburse the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationamounts so paid.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, the Change in Control DateFMV Stock Option, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Premium Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions Option and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company Super-Premium Stock Option shall each vest and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was become exercisable on the Date of Termination) for a period Termination with respect to 50% of six months following the Shares covered respectively thereby that have not previously vested and become exercisable as of such date. Subject to Section 7 of this Agreement, the portion of the Stock Option that is or becomes exercisable on the Date of Termination may be exercised at any time through the earlier of (or i) the remainder six (6) month anniversary of the option term if less than six months); Date of Termination and (ii) the Company last day of the Option Period, and after which such portion shall pay (except to the Executive extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a lump sum in cash within 30 days after Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the six (6) month anniversary of the Date of Termination and (b) the aggregate last day of the following amounts: Option Period, after which such portion shall (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case except to the extent not previously paid (the sum otherwise provided in Section 10 below) expire. For purposes of the amounts described in clauses (Athis Section 4(b), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract will be deemed to be “in anticipation of” a Change of Control if such termination (or agreement of the Company and its affiliated companies (Good Reason event giving rise to such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vtermination) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed done by the Company until 12 months after or any Subsidiary or Affiliate with the Date principal purpose of Terminationavoiding or evading its compensation obligations that would arise upon a termination following a Change of Control.

Termination Without Cause or for Good Reason. If the ExecutiveEmployee's employment with by the Company is terminated (x) by the Company (other than for Cause, Disability or death(y) or by the Executive Employee for Good Reason within 12 months following Reason, the Change in Control DateCompany shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 26 hereof: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Benefits; (ii) the Company shall pay subject to the Executive Employee's continued compliance with the obligations in Sections 9, 10 and 11 hereof, a lump sum in cash within 30 days after the Date of Termination the aggregate pro-rata portion of the following amounts: (1) the sum of (A) the ExecutiveEmployee's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) Annual Bonus for the most recently completed fiscal year and in which the Employee's termination occurs based on the estimated actual results for such year (y) determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days in during the current fiscal year through of termination that the Date of Termination, Employee is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after subject to the Date Employee's continued compliance with the obligations in Sections 9, 10 and 11 hereof, an amount equal to the sum of Termination, or such longer period as may be provided by (A) two times (2x) the terms Employee's Base Salary and (B) two times (2x) the amount of the appropriate plan, program, practice or policy, the Company shall continue Employee's Annual Bonus deemed to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives 75% of the Company and its affiliated companiesBase Salary; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;and (iv) any stock options or any other equity or any other incentive units granted to the extent Employee by ▇▇▇▇▇▇ ▇▇▇▇, whether currently outstanding or granted in the future, as of the date of termination, shall become fully vested (with performance-based awards earned at "target") and notwithstanding any term of ▇▇▇▇▇▇ ▇▇▇▇'s plans to the contrary, stock options shall remain exercisable for their original term granted and shall not previously paid terminate due to the Employee's termination. The terms of any stock option agreement or providedother equity incentive agreement between the Employee and Dakota Gold shall be deemed amended to reflect the terms of this section. Except as set out in this Section 8(d), no further amounts, benefits or entitlements will be payable to the Employee whether pursuant to statute, the Company shall timely pay common law, or provide to otherwise, in respect of the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of the Employee's employment under for any planreason. For certainty, program, policy, practice, contract or agreement in no event will the Employee receive less than their minimum employment standards entitlements in connection with the termination of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationtheir employment.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) one and one-half (1.5) multiplied by (B) the sum of (x) the Executive's highest annual base salary for in any twelve-month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months one and one-half years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedPROVIDED, howeverHOWEVER, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months one and one-half years after the Date of Termination.

Termination Without Cause or for Good Reason. If In the event the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for Good Reason within 12 months following the Reason, at any time, and, provided no Change in Control Dateshall have occurred, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by shall pay the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following Executive, in cash, aggregate severance payments equal to (a) his then base salary for up to twelve (12) months from the Date of Termination shall immediately become exercisable and shares of Common Stock of or the Company received date upon exercise of any vested options will no longer be subject to a right of repurchase by the Companywhich Executive obtains alternative employment, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company whichever is earlier and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (Bb) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (yi) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (Cii) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary annual bonus for the six months prior to calendar year preceding the Date of Termination plus (B) 50% of that has most recently been paid to the Executive's . The Company shall pay to the Executive any severance payments due hereunder in twelve (12) equal monthly payments on the first day of each month following such termination. Notwithstanding the foregoing, if the Executive obtains alternative employment for base salary and bonus compensation of less than his then annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Terminationbase salary, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company then Executive shall continue to provide benefits receive monthly severance payments for the remaining balance of the 12 month period in an amount equal to the difference between one-twelfth (1/12) of the sum of (a) and (b) in this section above and one-twelfth (1/12) of the annual base salary and bonus compensation received from such alternative employer. In addition, (a) the Executive and shall have the Executive's family at least equal right to those which would have been provided to them if the Executive's employment had not been terminatedexercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his relevant plan documents or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesgrant letter; provided, however, that if to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period from such termination or until the Executive becomes reemployed with another employer and is eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options and restricted stock held by Executive on the date of termination under any plan, program, policy, practice, contract or agreement of the Company’s equity plans that would become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) become immediately exercisable. Any part of the Executive for retiree foregoing benefits that are attributable to participation in a plan in which the Executive is entitledcan no longer participate under applicable law, the Executive shall be considered to have remained employed paid by the Company until 12 months after from other sources such that the Date of TerminationExecutive receives substantially similar benefits to those provided for under the plan. All amounts payable hereunder shall be paid monthly during such twelve (12) month period and any amounts payable hereunder are in lieu of, not in addition to, amounts payable under Section 4.

Termination Without Cause or for Good Reason. If the Executive's Optionee’s employment with under the Company Employment Agreement is terminated by his employer not for Cause (including, for avoidance of doubt, due to non-extension of the Company (other than for Cause, Disability or deathEmployment Period by his employer under Section 3 of the Employment Agreement) or by the Executive for Optionee with Good Reason within 12 months following Reason, the Change in Control Date, then the Executive Stock Option shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first vest and become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period Termination with respect to 33% of six months following the Shares covered thereby that have not previously vested and become exercisable as of such date. Subject to Section 7 of this Agreement, the portion of the Stock Option that is or becomes exercisable on the Date of Termination may be exercised at any time through the earlier of (or i) the remainder six (6) month anniversary of the option term if less than six months); Date of Termination and (ii) the Company last day of the Option Period, and after which such portion shall pay (except to the Executive extent otherwise provided in Section 10 below) expire. Notwithstanding the foregoing, if the Optionee’s employment under the Employment Agreement is terminated by his employer not for Cause or by the Optionee with Good Reason, in each case, in anticipation of or within twelve (12) months following a lump sum in cash within 30 days after Change of Control, the entire Stock Option shall become vested and exercisable immediately and, subject to Section 7 of this Agreement, may be exercised at any time through the earlier of (a) the six (6) month anniversary of the Date of Termination and (b) the aggregate last day of the following amounts: Option Period, after which such portion shall (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case except to the extent not previously paid (the sum otherwise provided in Section 10 below) expire. For purposes of the amounts described in clauses (Athis Section 4(b), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract will be deemed to be “in anticipation of” a Change of Control if such termination (or agreement of the Company and its affiliated companies (Good Reason event giving rise to such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vtermination) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed done by the Company until 12 months after or any Subsidiary or Affiliate with the Date principal purpose of Terminationavoiding or evading its compensation obligations that would arise upon a termination following a Change of Control.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;; 6 (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year Executive's Target Bonus, as defined below, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's current annual base salary for the six months prior to the Date of Termination plus (B) 50% of salary, but not less than the Executive's annual bonus opportunity under base salary on the Companydate of this Agreement and (y) the Executive's bonus plan for the most recently completed fiscal year;Target Bonus (iii3) For purposes of calculating the amount to be paid under this Section 4(a)(i), and not for any other purpose, the Executive's Target Bonus shall be an amount equal to the Executive's annual base salary. (ii) for 12 24 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her [his/her] family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); (iv) The Company shall provide conventional outplacement services having a value of not more than 20% of the Executive's annual base salary; and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 24 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with by the Company is terminated by the Company other than for Cause (other than for Cause, a termination due to Disability or death) or by the Executive for Good Reason within 12 months following Reason, the Change in Control Date, then Company shall pay or provide the Executive shall be entitled to the following benefits:with (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Amounts; (ii) a pro-rata portion of the Company Executive’s Bonus for the performance year in which the Executive’s termination occurs, which shall pay be paid at the time that annual Bonuses are paid to the Executive other senior executives, but in a lump sum in cash any event within 30 seventy-five (75) days after the Date of Termination the aggregate conclusion of the following amounts: Fiscal Year to which such Bonus relates (1) determined by multiplying the sum of (A) amount the Executive's base salary Executive would have received based upon actual performance had employment continued through the Date end of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal performance year and (y) by a fraction, the numerator of which is the number of days in during the current fiscal performance year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"365); and (2iii) the an amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% sum of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive ’s Base Salary and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesthen Target Bonus; provided, however, that if in the event such termination under this Section 8(d), whether by the Company without Cause or by the Executive becomes reemployed with another employer for Good Reason, occurs following a Change in Control and is eligible prior to receive the expiration of the Original Employment Term, the amount payable under this clause (iii) shall be an amount equal to two times the sum of the Executive’s Base Salary and the then Target Bonus, in either case payable in a particular type of benefits single lump sum. Subject to Section 19(a), the payment provided for in this Section 8(d)(iii) (e.g., health insurance benefitsto the extent provided therein) from such employer on terms at least as favorable shall be paid to the Executive in the month immediately following the month in which the Executive’s termination of employment occurs, provided that the date of the Executive’s termination of employment occurs on the same date as the Executive’s “separation from service” (within the meaning of Section 409A and his or her family as those being provided by after giving effect to the Company, then presumptions set forth in Treasury Regulations Section 1.409A-1(h)(1)(ii)) from the Company and its subsidiaries, otherwise such amount shall no longer be required to provide those particular benefits paid to the Executive and his or her family; (iv) in the month immediately following the month in which the Executive incurs such a “separation from service.” Notwithstanding anything to the extent not previously paid or providedcontrary contained herein, the Company shall timely pay or have no obligation to provide to any of the monetary payments and/or benefits provided for in this Section 8(d) (other than Accrued Amounts) unless and until the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination executes an effective general release of employment under any plan, program, policy, practice, contract or agreement all claims in favor of the Company in a form acceptable to the Company (the “Release”) and its affiliated companies delivers such executed Release to the Company within twenty-one (such other amounts and benefits shall be hereinafter referred to as 21) days following the "Other Benefits"); and (v) for purposes date of determining eligibility (but not his “separation from service.” For the time avoidance of commencement of benefits) doubt, the Executive’s execution of the Executive Release is a condition precedent to any obligation of the Company to provide the monetary payments and/or benefits provided for retiree benefits in this Section 8(d) (other than Accrued Amounts). In addition, the Company, at its election, shall have the option in its full and absolute discretion to which retain the Executive is entitledas a consultant for a one-year period following the last day of the Employment Term, with the Executive shall terms of such consultancy to be considered to have remained employed governed by the Company until 12 months after terms of the Date of Termination.consulting agreement attached as Appendix A below

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date date of Termination termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date date of Terminationtermination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date date of Terminationtermination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to sum of (A) two (2) times the Executive's ’s annual base salary for the six months and target bonus as in effect immediately prior to the Date date of Termination plus termination, and (B) 50% the amount of any accrued vacation pay, to the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;extent not previously paid; and (iiiii) for 12 24 months after the Date date of Terminationtermination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical, dental and life insurance benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date date of termination or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that (A) if the terms of a benefit plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health medical insurance benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive’s family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation or compensatory time off pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) two and one-half multiplied by (B) the sum of (x) the Executive's highest annual base salary for from the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under from the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 30 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive outplacement assistance commensurate with the Executive's position as well as any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 30 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by the Executive you for Good Reason within 12 24 months following the a Change in Control DateControl, then the Executive you shall be entitled to the following benefits: : (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive you in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: : (1) the sum of (A) the Executive's your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator number of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and and (2) the amount equal to the sum of (A) the Executive's your highest annual base salary for during the six months five-year period prior to the Date of Termination plus Change in Control and (B) 50% of the Executive's your highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year; Change in Control. (iiiii) for 12 months after the your Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive you and the Executive's your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination (excluding any savings and/or retirement plans) if the Executive's your employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.you become

Termination Without Cause or for Good Reason. If In the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability event of a Termination Without Cause or death) or by the Executive a Termination for Good Reason within 12 months following (in either case occurring during the Change in Control DateEmployment Period), then the Executive shall be entitled to receive the following benefitsfollowing: (ia) promptly after the Date of Termination (Abut in no event later than ten business days after the Date of Termination) a lump sum amount equal to the vesting schedule sum of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so Executive’s Accrued Base Salary and Accrued Annual Bonus; (b) provided that the number of shares performance criteria that would otherwise have first become vested been applicable to the payment of annual bonus to Executive under Section 4.2 for the year in which the Date of Termination occurs are satisfied, an amount equal to the Prorata Annual Bonus, which shall be payable at the same time as annual bonuses are payable to other members of Senior Management, but in no event later than March 15 in the calendar year following the Date of Termination; (c) six months after the Date of Termination a lump sum amount equal to the product of (i) the sum of Base Salary plus Target Annual Bonus for the Fiscal Year during which the twoDate of Termination occurs (provided that no effect shall be given to any reduction in Target Annual Bonus that would qualify as Good Reason if Executive were to terminate his employment on account hereof), and multiplied by (ii) 2; (d) until the earlier of the (i) 18 month anniversary of the date of Termination or (ii) the date Executive becomes eligible to participate in any plan, program or other arrangement providing benefits of a similar nature by reason of his employment or other provision of services, the life insurance benefit specified in Section 5.1 to which Executive is entitled as of Date of Termination, subject to the terms of applicable plans, programs or policies; provided that the Executive shall pay the same amount for such benefits as covered members of Senior Management who are actively employed would pay; (e) if the Date of Termination occurs prior to the Executive’s 57th birthday, (1) for the six-year month period following the Date of Termination, the Companies shall provide Executive and his eligible dependents the same medical benefits (on the same terms and conditions) as would have been applied had Executive continued to be an employee of the Companies for such period, and (2) monthly after such six month period, for the remainder of the life of Executive, benefits equivalent to those payable under the Principal Welfare Benefit Plan for Employees calculated under the terms of such plan as if the Date of Termination shall immediately become exercisable and shares of Common Stock occurred after Executive’s 57th birthday, reduced by the amounts actually payable under such plan, provided that, if either Executive of the Company received upon exercise reasonably believes it is likely that the benefits under subclause (2) cannot be provided on a tax favored basis, the Company shall pay the cost of any vested options the insurance premium for such benefits on the same monthly basis as such benefits would have been provided; (f) if the Date of Termination occurs prior to Executive’s 57th birthday, for purposes of calculating the retirement benefits payable to Executive under the Supplemental Executive Retirement Plan for Employees, Executive will no longer be subject treated as though the Date of Termination occurred after Executive’s 57th birthday; (g) key executive level outplacement services, the provider of which shall be selected by Executive, up to a right maximum of repurchase by $10,000; provided that in no event shall any amount be payable to Executive in lieu of his receipt of such services. Notwithstanding anything herein to the Companycontrary, (B) the vesting schedule of each outstanding restricted stock award benefits provided in Section 6.3 shall be accelerated so that provided only upon Executive’s execution of a release and waiver as described in Section 6.5. For the number avoidance of shares that would otherwise have first become free from conditions or restrictions during the twodoubt, Executive’s rights and entitlements with respect to any equity-year period following based of other long-term incentive compensation awards (including any LTIP Award) outstanding as of the Date of Termination shall immediately become free from conditions or restrictions be determined in accordance with the terms of such awards and the aggregate number of shares free from conditions governing plan documents and shall not be enhanced or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided otherwise modified by the terms of the appropriate planthis Agreement. 2. Except as provided in this Amendment, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives all of the Company other terms and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement conditions of the Company Agreement will remain in full force and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationeffect.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then then, provided that Executive has delivered to the Company (and the applicable revocation period has expired with respect to) the Release within 60 days of the Date of Termination, the Executive shall be entitled to the following benefitspayments and benefits paid on the same timing described in Section 4.1: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the The Company shall pay to the Executive in a lump sum sum, in cash within 30 days after the Date of Termination cash, the aggregate of the following amounts: (1A) the sum of (A1) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y2) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid paid; (B) the sum of (1) 1.0 multiplied by the amounts described in clauses (A), (B)Executive’s annual base salary, and (C2) the higher of the Executive’s target bonus for the then-prior fiscal year or the Executive’s target bonus for the then-current fiscal year; provided, however, that if the Date of Termination is prior to the closing of the Change in Control, then the amount set forth in this Section 4.2(a)(i)(B)(1) shall be hereinafter referred to paid on the same schedule as set forth in Section 4.1(a) and the amount set forth in Section 4.2(a)(i)(B)(2) shall be paid on the same schedule as the "Accrued Obligations"amount set forth in Section 4.1(c)(i); and (2C) the in lieu of any further benefits under Other Plans, an amount equal to the cost to the Executive of providing such benefits (A) based on the Executive's base salary applicable premiums charged to the Company for such coverage under the six months Other Plans), to the extent that the Executive is eligible to receive such benefits immediately prior to the Date Notice of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan Termination, for the most recently completed fiscal year;Severance Period. (iiiii) for 12 months after For the Date of TerminationSeverance Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to pay or provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedcompanies (notwithstanding the foregoing, however, that if to the extent such payments are taxable and extend beyond the period of time during which the Executive becomes reemployed with another employer and is eligible would be entitled (or would, but for such arrangement, be entitled) to receive COBRA continuation coverage under a particular type group health plan of benefits (e.g.the Company, health insurance benefits) from such employer on terms at least as favorable the Company shall pay to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits on a monthly basis an amount equal to the Executive and his or her family;applicable COBRA premium for such coverage). (iviii) to To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); andcompanies. (viv) for For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for defined benefit pension/retiree benefits benefits, if any, to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company through the Severance Period. For the avoidance of doubt, the foregoing shall not be deemed to include a 401(k) Plan or similar benefit. (v) With respect to the Executive’s equity-based awards, (1) all of the then-unvested options to purchase shares of stock of the Company held by the Executive shall become fully vested and immediately exercisable in full, and shares of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (2) all of the restricted stock then otherwise subject to repurchase by the Company shall be deemed to be fully vested (i.e., no longer subject to a right of repurchase or restriction by the Company), (3) all of the shares underlying restricted stock units then otherwise subject to future grant or award shall be fully granted, vested and distributed and no longer subject to a right of repurchase by the Company or to any other performance conditions, and (4) all then-vested and exercisable options (including for the avoidance of doubt the options becoming exerciseable pursuant to this paragraph) shall continue to be exercisable by the Executive for the Severance Period (but not later than the original expiration date of such options). (vi) The Company shall provide outplacement services through one or more outside firms of the Executive’s choosing and reasonably acceptable to the Company up to an aggregate of $45,000, with such services to extend until the earlier of (i) 12 months after following the Date termination of TerminationExecutive’s employment or (ii) the date the Executive secures full time employment.

Termination Without Cause or for Good Reason. If In the event the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) without Cause or by the Executive for with Good Reason within 12 months following (but not in any event as a result of Disability, death, or as the Change in Control Dateresult of a termination with Cause or without Good Reason), then the Company shall pay to the Executive the Accrued Obligations. In addition, the Executive shall be entitled to the following benefitsfollowing: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum equal monthly installments, over the period remaining in cash within the Term of this Agreement, beginning 30 days after the Termination Date of Termination the aggregate of the following amounts: (1A) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) Base Salary for the most recently completed fiscal year and (y) a fraction, 36-month period following the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations")Termination Date; and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of three (3) times the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal yearReference Bonus Amount; (iiiii) for 12 months three (3) years after the Date of TerminationTermination Date, or such longer period as may be provided by the terms term of the appropriate plan, program, practice or policy, the Company shall continue to provide medical and dental benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans medical and dental benefit plans in effect on the Measurement Termination Date and in which Executive participated as of such date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of medical and dental benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iii) all stock options (to the extent previously granted under this Agreement or her familyany other agreement) shall become fully vested and all stock options granted prior to the Effective Date shall remain exercisable until two (2) years from the Termination Date (but in no event beyond the end of each such stock option's Exercise Period ) and all stock options granted on or after the Effective Date shall remain exercisable until three (3) years from the Termination Date (but in no event beyond the end of each such stock option's Exercise Period); (iv) to the extent not previously paid or provided, the Company shall timely pay or provide transfer restrictions on all restricted stock and/or restricted stock units granted to the Executive under this Agreement or any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")lapse; and (v) for purposes of determining eligibility (but not notwithstanding anything to the time of commencement of benefits) contrary in this Agreement or in the Executive Retention Agreement, if the Executive's employment with the Company is terminated within 18 months following a Change in Control under circumstances which entitle the Executive to receive benefits under the terms of the Executive for retiree benefits to which the Executive is entitledRetention Agreement and this Agreement, the Executive shall be considered entitled to have remained employed benefits equal to the greater of (1) the benefits due and payable to him under Section 4 of the Executive Retention Agreement as a result of such termination or (2) the benefits due and payable to him under this Section 10 as a result of such termination, but not both. In furtherance thereof, it is the Parties' understanding that in the event of a termination under such circumstances, the Executive shall be entitled to receive benefits payable under Section 10 of this Agreement or Section 4 of the Executive Retention Agreement (but not both) determined on a benefit by benefit basis by the Company until 12 months after Executive and that the Date of Terminationterm "Other Benefits" as defined in the Executive Retention Agreement shall not include benefits payable under this Agreement.

Termination Without Cause or for Good Reason. If (A) In the Executiveevent of a termination of Employee's employment with the Company is terminated by the Board Without Cause or a termination by Employee of his employment with the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change Reason, in Control Dateeither case, then the Executive shall be entitled prior to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock last day of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of Term, the Company received upon exercise of any vested options will no longer be subject shall pay to a right of repurchase by Employee his base salary at the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall annual base rate in effect immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject prior to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or as defined in Section 6(g) below) for the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after period from the Date of Termination through the aggregate last day of the following amounts: (1) Term, PLUS any performance-based cash bonus for the portion of the calendar year preceding Employee's Date of Termination as the Board in its sole discretion determines to have been earned by Employee, PROVIDED that the Company may, at any time, pay to Employee in a single lump sum an amount equal to the Board's good faith determination of (A) the Executive's present values of the installments of the base salary remaining to be paid to Employee, as of the date of such lump sum payment, calculated using a discount rate equal to the then prevailing interest rate payable on senior indebtedness of an issuer rated "B" by ▇▇▇▇▇'▇ Investors Service or Standard & Poor's (or the then-equivalent rating) having a term as close as practicable to the period from the date of termination of employment through the Date last day of Termination, the term. (B) the product of In addition, for so long as Employee is receiving (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned or, but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days lump sum payment referred to in the current fiscal year through proviso to section 6(f)(i)(A), would receive) his base salary pursuant to the preceding sentence, Employee will continue to receive the benefits to which he was entitled pursuant to Section 4(a) as of the Date of Termination, and the denominator of which is 365 and (C) the amount of Employee will be entitled to any compensation previously deferred by the Executive (together with vested benefits under any accrued interest or earnings thereon) and any accrued vacation payemployee benefit plans and, in each case subject to the extent not previously paid (the sum terms of the amounts described in clauses (A)applicable stock option plan and stock option agreement, (B), to exercise then exercisable and (C) shall be hereinafter referred vested stock options. If for any reason at any time the Company is unable to treat Employee as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% being or having been an employee of the Executive's annual bonus opportunity Company under any benefits plan in which he is entitled to participate and as a result thereof Employee receives reduced benefits under such plan during the period that Employee is continuing to receive his full base salary, the Company shall provide Employee with such benefits by direct payment or at the Company's bonus plan for option by making available equivalent benefits from other sources. During the most recently completed fiscal year; (iii) for 12 months period that Employee continues to receive his full base salary pursuant to Section 6(f)(i)(A), Employee shall not be entitled to receive incentive compensation and shall not be entitled to participate in any of the Company's employee benefit plans that are introduced after the Date of Termination, except that an appropriate adjustment shall be made if such new employee benefit plan is a replacement for or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue amendment to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans an employee benefit plan in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives as of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Subject to the provisions of subsection 5.4.3 hereof, if, prior to the expiration of the Term, the Executive's employment with the Company hereunder is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and without Cause (C) notwithstanding any provision in any applicable option agreement to the contraryother than a termination by reason of Disability), each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after all expenses and accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination and the aggregate Company shall continue to pay the Executive his Base Salary as then in effect, in accordance with the Company's normal payroll practice for the remainder of the following amounts: Term (1such period being referred to hereinafter as the "Severance Period"), payable in monthly installments. In addition, during the Severance Period, the Executive shall be entitled to continue to participate in all employee benefit plans that the Company provides (and continues to provide) generally to its senior executives. In addition, the Company will pay to the Executive an amount in cash equal to the higher of (A) the sum of (Ax) the Executive's base salary through Royalty Bonus earned but not paid on or prior to the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and plus (y) a fraction, the numerator total value of which is the number of days in the current fiscal year through all vested and unexercised Options on or prior to the Date of Termination, and the denominator of which is 365 and (CB) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (Bx) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months Royalty Bonuses that would be earned after the Date of Termination, or such longer period as may be provided by assuming the terms maximum threshold amount of Royalty Revenues for 2008, 2009 and 2010 set forth in 2.6.2 hereof are achieved, plus (y) 50% of the appropriate plantotal value of all vested and unexercised Options and of all Unvested Options that would vest after the Date of Termination, programassuming the maximum threshold amount of Royalty Revenues for 2008, practice or policy, the Company shall continue to provide benefits to the Executive 2009 and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, 2010 set forth in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies2.6.2 hereof are achieved; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable or prior to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or providedDate of Termination, the Company shall timely pay has entered into, or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies within thirty (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v30) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months days after the Date of Termination, enters into, one or more contracts or agreements such that pursuant to the terms of such contracts or agreements the Company would earn or receive Royalty Revenues equal to or in excess of the sum of the minimum threshold amounts of Royalty Revenues for 2008, 2009 and 2010 set forth in this 2.6.2 hereof, Executive shall be entitled to receive an amount in cash equal to the sum of (x) 100% of the Royalty Bonuses that would be earned after the Date of Termination based upon the minimum Royalty Revenues generated under such contracts or agreements for 2008, 2009 and 2010, plus (y) 100% of the total value of all vested and unexercised Options and of all Unvested Options that would vest after the Date of Termination, based upon the minimum Royalty Revenues guaranteed under such contracts or agreements for 2008, 2009 and 2010. For purposes hereof, the value of an Option shall equal the product of the last sales price for the Company's common stock on the Date of Termination less the Exercise Price.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months three-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's annual ’s average bonus opportunity under payment over the Company's bonus plan for three-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Except as otherwise provided by Section 7(c) with respect to certain terminations of employment in connection with a Change in Control, if the Executive's employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)), the Company shall (subject to the Executive's entering into a Separation and Release Agreement with the Company is terminated by in substantially the Company form attached hereto as Exhibit C (other than the "Release")): (i) Pay to the Executive (A) an amount equal to his then current Annual Base Salary, payable in equal monthly installments during the period beginning on the Date of Termination and ending on the first anniversary thereof; (B) an amount equal to the Target Bonus for Causethe year of termination, Disability or deathpayable in equal monthly installments during the period beginning on the Date of Termination and ending on the first anniversary thereof; and (C) each Retention Bonus that would otherwise have been payable to the Executive pursuant to Section 5(d)(i), (ii) or by (iii) (assuming for purposes of Section 5(d)(ii) and (iii) that the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall would be entitled to the same bonus to which he would otherwise have been entitled had he remained employed by the Company in the position of President and Executive Creative Director), payable at such time as such Retention Bonus would otherwise have been paid to the Executive had the Executive remained employed through the applicable payment date; provided, however, that no amount shall be payable pursuant to this Section 7(b)(i) on or following benefits: the date the Executive first (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock violates any of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock covenants set forth in Section 9(a) or 9(b) or (ii) materially violates any of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companycovenants set forth in Section 9(c), (B9(e) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months9(f); (ii) the Company shall pay Continue to provide the Executive with all health and welfare benefits and perquisites which he was participating in a lump sum in cash within 30 days after or receiving as of the Date of Termination until the aggregate of the following amounts: (1) the sum earlier of (A) the Executive's base salary through first anniversary of the Date of Termination, Termination or (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by date the Executive first (together with i) violates any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described covenants set forth in clauses Section 9(a) or 9(b) or (Aii) materially violates any of the covenants set forth in Section 9(c), (B9(e) or 9(f), and (C) shall . If such benefits cannot be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity provided under the Company's bonus plan programs, such benefits and perquisites will be provided on an individual basis to the Executive such that his after-tax costs will be no greater than the costs for such benefits and perquisites under the most recently completed fiscal yearCompany's programs; (iii) for 12 months after Notwithstanding any provision to the contrary in any Option or RSU agreement, cause all (A) Retention RSUs and Retention Options not vested or exercisable as of the Date of Termination, Termination to remain or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive become vested and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, remain exercisable in accordance with the terms and conditions of the applicable Benefit Plans in effect on Retention Option or Retention RSU agreement and (B) Options and RSUs (other than the Measurement Date or, if more favorable to Retention Options and the Retention RSUs) then held by the Executive to continue to become vested and his or her family, exercisable in effect generally at any time thereafter accordance with respect to other peer executives of the Company and its affiliated companies; provided, however, that their terms as if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have had remained employed by the Company until 12 months after the first anniversary of the Date of TerminationTermination (and all Options and RSUs (other than the Retention Options and the Retention RSUs) that do not become vested and exercisable on or prior to the first anniversary of the Date of Termination shall thereupon be forfeited); (iv) Pay to the Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination based on actual results and the relative portion of the fiscal year during which the Executive was employed.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following during the Change in Control DateTerm, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, and (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) one-half (1/2) multiplied by (B) the Executive's highest annual base salary for during the six months three year period prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;Effective Date. (iiiii) for 12 six months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Effective Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and; (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 six months after the Date of Termination; and (v) if a Change in Control Date occurs during the Term and on or before the Date of Termination, the Company shall make an additional lump sum payment to the Executive equal to the sum of (A) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (B) one-half multiplied by the Executive's highest annual bonus during the three-year period prior to the Effective Date.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedPROVIDED, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with by the Company is terminated by the Company other than for Cause (other than for Cause, a termination due to Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Company shall pay or provide the Executive shall be entitled to the following benefitswith: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)Accrued Amounts; (ii) a pro-rata portion of the Company shall pay Executive’s annual bonus for the performance year in which the Executive’s termination occurs, payable at the time that annual bonuses are paid to other senior executives (determined by multiplying the amount the Executive in a lump sum in cash within 30 days after would have received based upon actual financial performance had employment continued through the Date of Termination the aggregate end of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal performance year and (y) by a fraction, the numerator of which is the number of days in during the current fiscal performance year through that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A365), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after an amount equal to the Date product of Termination, or such longer period as may be provided by two times the terms sum of (i) the appropriate plan, program, practice or policy, Executive’s then current Base Salary and (ii) the Company shall continue to provide benefits most recent annual bonus paid to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his (or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided awarded by the CompanyBoard or the Compensation Committee for the preceding calendar year if not then paid), then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familypayable in a single lump sum within 30 days after employment termination; (iv) each cash based long term performance award for which the performance period has not yet been completed as of the date of such termination shall be payable in cash, at the time that any such long-term performance award is paid to other senior executives, such payment to be made on a pro-rata basis (determined by multiplying the extent not previously paid or providedamount the Executive would have received based upon actual financial performance had employment continued through the end of the performance period by a fraction, the Company shall timely pay or provide to numerator which is the number of days the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of remained employed with the Company during the award’s performance period and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"denominator of which is the total number of days during the award’s performance period); and (v) subject to the Executive’s continued co-payment of premiums, if required under Company policy, continued participation for purposes of determining eligibility 24 months in all medical, dental and vision plans which cover the Executive (but not and eligible dependents) on a monthly basis upon the time of commencement of benefits) same terms and conditions (except for the requirements of the Executive Executive’s continued employment) in effect for retiree benefits to which active employees of the Company. In the event the Executive is entitledobtains other employment that offers substantially similar or improved benefits, as to any particular medical, dental or vision plan, the Executive shall be considered to have remained employed immediately notify the Company and such continuation of coverage by the Company until 12 for such similar or improved benefit under such plan under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The parties intend that the first 18 months after of continued medical, dental and vision coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that the Date remaining portion of Terminationsuch coverage shall qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv).

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year (if such bonus has not yet been paid), (C) the product of (x) the greater of (I) the annual bonus paid or payable to the Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (II) the Executive’s target or reference bonus for the fiscal year in which the Date of Termination took place and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CD) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) and (CD) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) two multiplied by (b) the sum of (x) the Executive's ’s highest annual base salary for in any twelve-month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date and (y) the greater of Termination plus (BI) 50% of the Executive's ’s highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's five-year period prior to the Change in Control Date and (II) the Executive’s target or reference bonus plan for the most recently completed fiscal year;year in which the Change in Control took place. (iiiii) for 12 months two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits (including, without limitation, automobile, retirement, medical, dental, life insurance and disability benefits) to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance medical benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his the Executive’s family; and provided further, however, that (A) if any particular benefits cannot be provided because of plan or her familyregulatory restrictions, then the Company will pay to the Executive an amount equal to the cost the Executive will incur in acquiring such benefits directly as a result of the Company not providing such benefits and (B) to the extent the Company determines that the Executive’s qualifying event for purposes of continuation of medical benefits under COBRA occurs on the Executive’s Date of Termination, such period of continuation of benefits shall not be counted against or otherwise reduce the period for which the Company must provide continuation of medical benefits under this Section 4.2(a)(ii) unless the Executive otherwise agrees; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive's highest annual base salary for during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 24 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) one and one half multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% the Executive’s annual bonus either during the current fiscal year (actual and projected) of the Executive's annual bonus opportunity under Change in Control date, or the Company's bonus plan for last fiscal year prior to the most recently completed fiscal year;Change in Control date, whichever is highest. (iiiii) for 12 18 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 until18 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash the aggregate of the following amounts, within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of or such earlier date as applicable law may require), except as provided below: (A) the Executive's any unpaid base salary through the Date of Termination, Termination and unpaid accrued vacation pay; (B) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred, to the extent payment is permitted by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A” of the “Code”) at this time) for the most recently completed fiscal year (if such bonus has not yet been paid), with payment under this clause (B) to be made when bonuses for such fiscal year are paid to continuing executives of the Company (but in any event no later than March 15 of the year following the completed fiscal year); (C) the product of (x) the greater of (I) the annual bonus paid or payable to the Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (II) the Executive’s target or reference bonus for the fiscal year in which the Date of Termination took place and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365; (CD) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any payment delays required by Section 409A; and (E) reimbursement for any unpaid, valid business expenses that are approvable in accordance with Company policy and that have been submitted by the Date of Termination (and must pay any accrued vacation payvalid business expenses timely submitted after such date in accordance with Company policy), in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (CA)-(E) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2ii) except as required by Section 4.3(c) below, on or in the first payroll following the Release Effective Date as provided below in Section 4.1(d) (relating to a release of claims), (I) Cash Severance - the amount equal to (A) two multiplied by (b) the sum of (x) the Executive's annual base salary for at the six months prior to highest level in effect in either (i) the 12 month period ending on the Change in Control Date or (ii) the 12 month period ending on the Date of Termination plus and (By) 50% the greater of (I) the Executive's average annual bonus opportunity under (annualized for partial years of employment) in the Company's three or fewer fiscal years of employment preceding the Date of Termination and (II) the Executive’s target or reference bonus plan for the most recently completed fiscal yearyear in which the Change in Control Date or Date of Termination took place, whichever target or reference bonus is larger; (iiiII) COBRA Premiums - provided the Executive timely elects and remains eligible for 12 months after benefits continuation pursuant to the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policyfederal “COBRA” laws, the Company shall continue to provide benefits pay the COBRA premiums for coverage under the group health and dental insurance coverage provided to the Executive and the Executive's ’s family at least equal to those which the coverage they would have been provided to them received if the Executive's ’s employment had not been terminatedterminated (less the Executive’s portion of the premiums the Executive would have paid as an active employee) for a period of eighteen months from the Date of Termination, provided that any such payments and related coverage shall be discontinued in accordance with the event that the Executive ceases to be eligible for or to elect such COBRA coverage during such period. The Company may also end its payment of premiums earlier (but not the eligibility for COBRA) if it reasonably determines that applicable Benefit Plans in effect laws or regulations are likely to cause the payment of these premiums to trigger taxes or penalties on the Measurement Date orCompany or other medical plan participants or on the Executive (beyond, if more favorable taxable to the Executive, the tax to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives on the amount of the Company and its affiliated companiespremiums); providedprovided further, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type COBRA premiums cannot be provided because of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyforegoing issue, then the Company shall no longer be required to provide those particular benefits will pay to the Executive and his or her family; (iv) an amount equal to the extent not previously paid or provided, the Company shall timely pay or provide to cost the Executive any other amounts or will incur in acquiring such benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement directly as a result of the Company and its affiliated companies (Company’s not providing such benefits if it can do so without incurring penalties or taxes on itself or other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.participants;

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) three multiplied by (B) the sum of (x) the Executive's highest annual base salary for in any twelve- month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's bonus plan for five-year period prior to the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 months three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, terminated in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months three years after the Date of Termination.

Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for while employed by the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under while employed by the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days on the next regularly scheduled payroll date after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with payment for any accrued interest or earnings thereon) and any accrued but unused vacation paydays, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) two multiplied by (B) the sum of (x) the Executive's ’s highest annual base salary for during the six months three-year period prior to the Change in Control Date of Termination plus and (By) 50% the Executive’s highest annual bonus during the three-year period prior to the Change in Control Date. (ii) The Executive shall be entitled to receive all Company benefits to which the Executive was entitled as of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date date of Terminationtermination, or such longer period as may be provided by subject to the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits all applicable benefit plans and to the Executive and the Executive's family at least equal to those which would have been extent such benefits can be provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable a non-employee (or to the Executive and his or her family, in effect generally at any time thereafter with respect extent such benefits cannot be provided to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companynon-employees, then the Company shall no longer be required pay to provide those particular Executive on the first business day of each month during the applicable period the amount that the Company was paying the applicable third party for such benefits immediately prior to the termination of Executive’s employment with the Company), at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination, for the shorter of: (i) twenty four months following the date of such termination or (ii) until the Executive and his or her familyobtains reasonably comparable coverage from another employer; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes notwithstanding the foregoing, if and to the extent required in order to avoid the imposition on Executive of determining eligibility any excise tax under Section 409A (but not the time of commencement of benefits“Code Section 409 A”) of the Executive for retiree benefits to which Internal Revenue Code of 1986, as amended (the Executive is entitled“Code”), the Executive payment of any severance or other payments under this Section 4 shall not commence until, and shall be considered to have remained employed by made on, the Company until 12 months first business day after the Date date that is six (6) months following the date of TerminationExecutive’s termination of employment, and in such event the initial payment shall include a catch-up amount covering amounts that would otherwise have been paid during the six-month period following Executive’s termination date.

Termination Without Cause or for Good Reason. If In the event the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or is terminated by the Executive for Good Reason Reason, the Executive shall be entitled to receive within 12 thirty (30) days following termination (i) all compensation and benefits accrued to the Date of Termination, (ii) a lump sum amount equal to the Applicable Base Salary which would otherwise be paid through the end of the Term (calculated, if such termination occurs during the Extended Duties Term, as though the Extended Duties Term lasts through the end of the Term), and (iii) target Bonus for the year of termination (calculated as if the Executive had remained in employment through the end of the applicable Bonus Year) pro-rated to reflect the number of days of employment during the year. In addition, (i) the Executive shall be entitled to a retirement benefit commencing on the earlier of (A) the Retirement Benefit Commencement Date, or (B) the date that is six (6) months following the Change date the Executive "separates from service" (as defined for purposes of Section 409A of the Code), in Control Datean amount equal to the Normal Retirement Benefit (without actuarial adjustment on account of accelerated commencement), then (ii) the Executive and his Spouse shall be entitled to the immediate commencement of the Insurance Benefits, (iii) any unvested (or unexercisable) stock options or unvested shares of restricted stock shall become immediately vested (and exercisable), (iv) all stock options, including the Options, shall continue to be exercisable for the remainder of their original term, and (v) the Executive shall be entitled to the following benefits: (ibenefits described in Section 6(c) (Aand Section 7(b) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) above for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTerm.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company Companies is terminated by the Company Companies (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company AWHI shall pay to the Executive in a lump sum in cash within 30 days after the Termination Date of Termination (as defined in Section 5) the aggregate of the following amounts: (1) : the sum of (A) the Executive's base salary through the Termination Date of Termination(to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of TerminationTermination Date, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) and the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus three multiplied by (B) 50% the sum of (x) the Executive's annual base salary in effect on the Termination Date and (y) the average bonus opportunity under the Company's bonus plan paid for the most recently completed three fiscal yearyears immediately preceding the fiscal year during which the Termination Date occurs; (iiiii) for 12 months after the Date of TerminationTermination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company Companies shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company AWI and its AWHI and their affiliated companies; provided, however, that neither AWI nor AWHI shall be obligated to continue any benefits which cannot be continued for terminated employees of the Companies; and provided, further, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of substantially equivalent benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyfamily, then the Company Companies shall no longer be required to provide those particular the benefits to the Executive and his or her familydescribed in this clause (ii); (iviii) to the extent not previously paid or provided, the Company Companies shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company Companies and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and; (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company Companies until 12 months after the Date Termination Date; and (v) notwithstanding any provisions of Terminationany stock incentive or option plan or individual stock option agreement to the contrary, effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of AWI then held by the Executive shall become (to the extent it is not already) immediately exercisable in full.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companyin full and, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination two years (or the remainder of the option term if less than six months)two years) following the Date of Termination; provided that, with respect to any outstanding option to purchase shares of Common Stock of the Company on the date hereof, this provision 4.1(a)(i) shall not apply to any such options with an exercise price lower than the per share closing price of the Common Stock of the Company, as reported on the Nasdaq National Market, Inc., on the date hereof; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive’s annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) (D) and (CE) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on immediately prior to the Measurement Change in Control Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year (if such bonus has not yet been paid), (C) the product of (x) the greater of (I) the annual bonus paid or payable to the Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (II) the Executive’s target or reference bonus for the fiscal year in which the Date of Termination took place and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CD) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) and (CD) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) three multiplied by (b) the sum of (x) the Executive's highest annual base salary for in any twelve-month period (on a rolling basis) during the six months five-year period prior to the Change in Control Date and (y) the greater of Termination plus (BI) 50% of the Executive's highest annual bonus opportunity under in any twelve-month period (on a rolling basis) during the Company's five-year period prior to the Change in Control Date and (II) the Executive’s target or reference bonus plan for the most recently completed fiscal year;year in which the Change in Control took place. (iiiii) for 12 months three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits (including, without limitation, automobile, retirement, medical, dental, life insurance and disability benefits) to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance medical benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his the Executive’s family; and provided further, however, that (A) if any particular benefits cannot be provided because of plan or her familyregulatory restrictions, then the Company will pay to the Executive an amount equal to the cost the Executive will incur in acquiring such benefits directly as a result of the Company not providing such benefits and (B) to the extent the Company determines that the Executive’s qualifying event for purposes of continuation of medical benefits under COBRA occurs on the Executive’s Date of Termination, such period of continuation of benefits shall not be counted against or otherwise reduce the period for which the Company must provide continuation of medical benefits under this Section 4.2(a)(ii) unless the Executive otherwise agrees; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Subject to the Executive's employment with provisions of Section 8(b) below and subject to reduction to take into account any payments pursuant to (1) below, if prior to the Company Expiration Date of this Agreement or its termination pursuant to Sections 7(a)- 7(d) or 7(f) hereof, this Agreement is terminated by the Company (other than for Causepursuant to Section 7(e) above, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled receive within five (5) business days of the date of satisfaction of the provisions of Section 8(b) the following: (y) an amount equal to the following benefits: (i) (A) the vesting schedule balance of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that Executive's then annual Base Salary which would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or been paid over the remainder of the option term if less than six months); of this Agreement pursuant to Section 4 hereof, and (iiz) the Company "Expiration Payment", as such term is defined in subsection 8(c) below, calculated as of the date of termination. Executive shall: (1)solely in the event the conditions of Section 8(b) have not been satisfied, receive his current Base Salary through the remainder of the term of this Agreement and the Expiration Payment calculated as of the date of termination. All payments pursuant to this subsection 8(a)(iv)(1) shall pay be made when such payments would have otherwise been due under this Agreement; (2) immediately be vested in all stock options not otherwise already vested; and (3) continue to receive all benefits or additional amounts described in Section 5 hereof, for the period between the termination date and the Expiration Date. The benefits or additional amounts described in Section 5 shall be paid or provided to Executive as and when such amounts or benefits would have been paid to Executive had such termination not occurred until the first to occur of:(x) the Expiration Date, (y) Executive's Death, or (z) until such time as Executive obtains other employment which offers such benefits to its employees of similar stature with the Executive and Executive is eligible to receive such benefits. In the event any benefit obtained or available to the Executive in a lump sum his new employment is less than such benefit being provided pursuant to Section 5, the Company will provide for or pay the monetary costs of such incremental benefits. In the event such benefits or additional amounts cannot be provided under the terms of any plan, the monetary value of substitute coverage for any such additional amounts or benefits shall be paid in cash within 30 days after the Date lieu of Termination the aggregate continued participation under such plan. All of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid payments or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred benefits to be received by the Executive (together with any accrued interest or earnings thereonafter the termination of this Agreement pursuant to this Section 8(a)(iv) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued ObligationsSeverance Benefits"); and . THE SEVERANCE BENEFITS PROVIDED IN THIS SECTION 8(a)(iv) SHALL BE PAID TO EXECUTIVE AS LIQUIDATED DAMAGES FOR ALL CLAIMS EXECUTIVE WOULD HAVE WITH RESPECT TO (2i) the amount equal to (ATHE TERMINATION OF THIS AGREEMENT,(ii) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; ANY COMPENSATION DUE EXECUTIVE FROM THE COMPANY PURSUANT TO THIS AGREEMENT AND (iii) for 12 months after the Date of TerminationTHE INJURY TO EXECUTIVE'S REPUTATION AS A RESULT OF SUCH TERMINATION. IN CONNECTION THEREWITH, or such longer period as may be provided by the terms of the appropriate planTHE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EXECUTIVE WITH RESPECT THERETO AND THAT SUCH SEVERANCE BENEFITS SHALL CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH RESPECT TO EXECUTIVE'S CLAIMS. FURTHERMORE, programEXECUTIVE SHALL NOT BE REQUIRED TO MITIGATE HIS DAMAGES BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, practice or policyAS THE DAMAGES RESULTING TO HIM AS A CONSEQUENCE OF THE LOSS OF THE UNIQUE EMPLOYMENT ARRANGEMENT SET FORTH HEREIN COULD NOT BE MITIGATED BY SEEKING EMPLOYMENT ELSEWHERE, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.NOR SHALL ANY MONIES EARNED BY EXECUTIVE IN ANY CAPACITY AFTER SUCH TERMINATION OR BREACH ACT TO REDUCE SUCH DAMAGES OR THE AMOUNT OF ANY SEVERANCE BENEFITS TO WHICH EXECUTIVE IS ENTITLED HEREUNDER. _______ _______ Initial Initial

Termination Without Cause or for Good Reason. If In the event that prior to the expiration of the Term, Corporation terminates Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability Corporation without Cause under Section 5.5 or death) or by the Executive terminates his employment for Good Reason within 12 months following the Change in Control Dateunder Section 5.4, then the Executive shall will be entitled to the amounts described in Section 6.1. Executive will also be entitled to be paid, in a lump sum payable within 30 days following benefits: termination, all or a portion of the cash bonus described in Section 2.2 above for the fiscal year in which such termination occurs based on the extent to which the applicable performance measures for that fiscal year had been achieved on or before the date of termination, as determined by the Compensation Committee as provided in Section 2.2. In addition, to the extent not previously vested and as reflected in the Stock Option Award Agreement, the Stock-Settled Stock Appreciation Rights Award Agreement, and the Restricted Stock Unit Award Agreement, (i) (Aa) the vesting schedule portions of each outstanding option to purchase shares of Common Stock of the Company held Stock Option and SSARs scheduled to vest in the year of termination and in the following year shall vest in full and any additional unvested portions shall be cancelled and (b) restricted stock units covered by the Executive Restricted Stock Award shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable vest and shares of Common Stock will be issued to Executive, subject to Sections 6.4 and 6.5 below, free of any restrictions, in the amount of (i) 60,000 shares of Common Stock if termination occurs on or prior to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) 90,000 shares of Common Stock if termination occurs on or after April 1, 2010 and on or prior to March 31, 2011, and (iii) 120,000 shares if termination occurs on or after April 1, 2011 and on or prior to March 31, 2012, less any shares of Common Stock that had previously vested under the terms of the Company received upon exercise Restricted Stock Unit Award Agreement. Corporation’s obligations to pay the amount specified in Section 6.1(b) and to accelerate vesting of the Stock Option, SSARs and Restricted Stock Award as described above are expressly conditioned on (i) Executive’s execution of a release (in the form attached to this Agreement as Appendix 6.2, with such modifications specifically in response to changes in applicable law as counsel for Corporation determines to be reasonably necessary or desirable to ensure effective release of all claims) of any vested options will no longer be subject to a right and all claims that Executive may hold through the date such release is executed against Corporation or any of repurchase by the Companyits subsidiaries or affiliates, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive expiration of any applicable revocation period specified in a lump sum in cash within 30 days after the Date of Termination the aggregate such release without revocation of the following amounts: (1) the sum of (A) the release by Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) . the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) . the amount equal to (A) one multiplied by (B) the sum of (x) the Executive's highest annual base salary for during the six months three-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under during the Company's bonus plan for three-year period prior to the most recently completed fiscal year;Change in Control Date. (iiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (ivii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's employment with shall terminate without Cause (pursuant to Section 6(a)(v)) (which for this purpose shall include any termination by reason of the Company is terminated by Company's non-extension or non-renewal of this Agreement beyond the Company (other than for CauseInitial Term, Disability Extension Term or death) otherwise), or by the Executive for Good Reason within 12 months following the Change in Control Date(pursuant to Section 6(a)(iv)), then the Executive shall be entitled and subject to the following benefits: receipt of mutual releases in form reasonably acceptable to the parties, the Company shall (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive Executive, in a lump sum in cash within 30 days after the Date of Termination the aggregate of the payment as soon as practicable following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, or, in its discretion, in monthly installments during the applicable term described in Section (9)(a), the prorated portion of the Bonus to which he would otherwise be entitled for the year of termination and an amount equal to the sum of two times (A) his then current rate of Annual Base Salary and (B) the product amount of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) his Deemed Bonus for the most recently completed fiscal year and (y) of termination; provided, however, that on or after a fractionChange in Control, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the such amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (shall be three times the sum of the amounts described his current rate of Annual Base Salary plus Deemed Bonus, (ii) except as otherwise provided in clauses (ASection 5(c)(i)(C), (B)cause to become vested that number, and (C) shall be hereinafter referred to if any, of his then unvested Base Options as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to would have been vested as of the Date of Termination plus (B) 50% if all of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue his Base Options had been subject to provide benefits to the Executive and the Executive's family at least vesting in equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect installments on the Measurement Date or, if more favorable to first three December 31's that follow the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives date of the Company and its affiliated companiesgrant; provided, however, that if the Executive becomes reemployed with another employer and Date of Termination is eligible on or prior to receive a particular type of benefits (e.g.December 31, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company1999, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement one-third of the Company and its affiliated companies Base Options shall become exercisable, (such other amounts and benefits shall be hereinafter referred iii) if the Closing Price on the day prior to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTermination represents at least a 27.5% annual compound rate of appreciation from the Closing Price on the Effective Date, then (A) cause to become vested that number, if any, of his then unvested Incentive Options described in Section 5(c)(iii)(A) as would have been vested as of the Date of Termination if all of such Incentive Options had been subject to vesting in equal installments on the first three December 31's that follow the date of grant, and (B) cause to become vested that number, if any, of his then unvested Incentive Options described in Section 5(c)(iii)(B) as would have been vested as of the Date of Termination if all of such Incentive Options had been subject to vesting in equal installments on the first five December 31's that follow the date of grant.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then then, provided that Executive has delivered to the Company (and the applicable revocation period has expired with respect to) the Release within 60 days of the Date of Termination, the Executive shall be entitled to the following benefitspayments and benefits paid on the same timing described in Section 4.1: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the The Company shall pay to the Executive in a lump sum sum, in cash within 30 days after the Date of Termination cash, the aggregate of the following amounts: (1A) the sum of (A1) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C2) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid paid; (B) the sum of (1) one multiplied by the amounts described in clauses (A), (B)Executive’s annual base salary, and (C2) the higher of the Executive’s target bonus for the then-prior fiscal year or the Executive’s target bonus for the then-current fiscal year; provided, however, that if the Date of Termination is prior to the closing of the Change in Control, then the amount set forth in this Section 4.2(a)(i)(B)(1) shall be hereinafter referred to paid on the same schedule as set forth in Section 4.1(a) and the amount set forth in Section 4.2(a)(i)(B)(2) shall be paid on the same schedule as the "Accrued Obligations"amount set forth in Section 4.1(c)(i); and (2C) the in lieu of any further benefits under Other Plans, an amount equal to (A) the Executive's base salary for cost to the six months Executive of providing such benefits, to the extent that the Executive is eligible to receive such benefits immediately prior to the Date Notice of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan Termination, for the most recently completed fiscal year;Severance Period. (iiiii) for 12 months after For the Date of TerminationSeverance Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to pay or provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedcompanies (notwithstanding the foregoing, however, that if to the extent such payments are taxable and extend beyond the period of time during which the Executive becomes reemployed with another employer and is eligible would be entitled (or would, but for such arrangement, be entitled) to receive COBRA continuation coverage under a particular type group health plan of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company such payments shall no longer be required to provide those particular benefits to the Executive and his or her family;made on a monthly basis). (iviii) to To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); andcompanies. (viv) for For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for defined benefit pension/retiree benefits benefits, if any, to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company through the Severance Period. For the avoidance of doubt, the foregoing shall not be deemed to include a 401(k) Plan or similar benefit. (v) With respect to the Executive’s equity-based awards, (1) all of the then-unvested options to purchase shares of stock of the Company held by the Executive shall become fully vested and immediately exercisable in full, and shares of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (2) all of the restricted stock then otherwise subject to repurchase by the Company shall be deemed to be fully vested (i.e. no longer subject to a right of repurchase or restriction by the Company), (3) all of the shares underlying restricted stock units then otherwise subject to future grant or award shall be fully granted, vested and distributed and no longer subject to a right of repurchase by the Company or to any other performance conditions, and (4) all then-vested and exercisable options (including for the avoidance of doubt the options becoming exerciseable pursuant to this paragraph) shall continue to be exercisable by the Executive for the Severance Period (but not later than the original expiration date of such options). (vi) The Company shall provide outplacement services through one or more outside firms of the Executive’s choosing and reasonably acceptable to the Company up to an aggregate of $45,000, with such services to extend until the earlier of (i) 12 months after following the Date termination of TerminationExecutive’s employment or (ii) the date the Executive secures full time employment.

Termination Without Cause or for Good Reason. If (A) Subject to the Executive's employment with provisions of Section 8(b) below and subject to reduction to take into account any payments pursuant to (B) below, if prior to the Company Expiration Date of this Agreement or prior to its termination pursuant to Sections 7(a)- 7(d) or 7(f) hereof, this Agreement is terminated by the Company (other than for Causepursuant to Section 7(e) above, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled receive within five (5) business days of the date of satisfaction of the provisions of Section 8(b) the following: (w) an amount equal to the following benefits: (i) (A) the vesting schedule balance of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that Executive's then annual Base Salary which would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or been paid over the remainder of the option term if less than six months); (ii) the Company shall pay of this Agreement pursuant to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of TerminationSection 4 hereof, (B) the product of (x) the annual bonus paid "Expiration Payment", as such term is defined in subsection 8(c) below, calculated as of the date of termination;(y) immediately be vested in all stock options not otherwise already vested; and (z) continue to receive all benefits or payable (including any bonus or portion thereof which has been earned but deferred) additional amounts described in Section 5 hereof, for the most recently completed fiscal year period between the termination date and the Expiration Date. (B) Solely in the event the conditions of Section 8(b) have not been satisfied, Executive shall receive: (w) his current Base Salary through the remainder of the term of this Agreement, (x)the Expiration Payment calculated as of the date of termination; (y) a fraction, the numerator of which is the number of days immediate vesting in the current fiscal year through the Date of Termination, and the denominator of which is 365 all stock options not otherwise already vested; and (Cz) the amount of any compensation previously deferred by the Executive (together with any accrued interest all benefits or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the additional amounts described in clauses (A)Section 5 hereof, (B), for the period between the termination date and (Cthe Expiration Date. All payments pursuant to this subsection 8(a)(iv)(B) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or made when such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which payments would have otherwise been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment due under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationthis Agreement.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) 1.5 multiplied by the Executive's ’s highest annual base salary for during the six months five-year period prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;Change in Control Date. (iiiii) for 12 18 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide medical and dental benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her [his/her] family;; and (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If If, during the Term of Employment, the Executive's ’s employment with the Company is terminated by the Company without Cause (other than for Cause, Disability and not due to death or deathDisability) or by the Executive for Good Reason within 12 months following the Change Reason, in Control Dateeither case, then the Executive shall be entitled to receive the following benefits: Accrued Benefits and, subject to Section 4.2.5: (i) (A) the vesting schedule of each outstanding option Unpaid Prior Year Bonus, with such amount to purchase be payable in cash and/or fully vested shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, ’s common stock (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase as determined by the Company and (Cin its sole discretion) notwithstanding any provision in any applicable option agreement to at the contrary, each same time as if no such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); termination had occurred; (ii) the Company shall pay to Annual Bonus for the Executive year in which the Termination Date occurs, but multiplied by a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of fraction (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year that have transpired through the Termination Date of Termination, and (B) the denominator of which is 365 and the number of days in such fiscal year (C) to be paid in cash and/or fully vested shares of the amount of any compensation previously deferred Company’s common stock (as determined by the Executive (together with any accrued interest or earnings thereonCompany in its sole discretion) and any accrued vacation pay, in each case to at the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to same time as the "Accrued Obligations"if no such termination had occurred); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms continuation of the appropriate planBase Salary as of the Termination Date for six (6) months following the Termination Date, program, practice or policy, the Company shall continue with all portions of such Base Salary to provide benefits to the Executive and the Executive's family at least be paid in cash in equal to those which would have been provided to them if the Executive's employment had not been terminated, installments in accordance with the applicable Benefit Plans in effect Company’s normal payroll policies, with the first such payment to be made on the Measurement sixtieth (60th) day following the Termination Date or, if more favorable and to include a catch-up covering any payroll dates between the Executive Termination Date and his or her family, in effect generally at any time thereafter with respect to other peer executives the date of the Company first payment, and its affiliated companies(iv) the COBRA Benefit for a period of twelve (12) months following the Termination Date; provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent that it would result in any fine, penalty or tax on the Company or any of its Affiliates (under Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010, or otherwise); provided further, that the COBRA Benefit shall cease earlier if the Executive becomes reemployed with (or his dependents) become eligible for health coverage under the health plan of another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to employer. All other rights the Executive may have to compensation and his or her family as those being provided by the Company, then employee benefits from the Company or its Affiliates, other than as set forth in this Section 4.2.3, shall no longer be required to provide those particular benefits to immediately terminate upon the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of TerminationTermination Date.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Companyin full and, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination two years (or the remainder of the option term if less than six months)two years) following the Date of Termination; provided that, with respect to any outstanding option to purchase shares of Common Stock of the Company on the date hereof, this provision 4.1(a) (i) shall not apply to any such options with an exercise price lower than the per share closing price of the Common Stock of the Company, as reported on the Nasdaq National Market, Inc., on the date hereof; (ii) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive’s annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) (D) and (CE) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on immediately prior to the Measurement Change in Control Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If In the Executive's employment with event that: (a) the Company is terminated by the Company (terminates for any reason other than for Cause, Disability ; or death(b) Employee resigns or by the Executive terminates for Good Reason within 12 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits: in any such event: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by shall pay to Employee any payments and benefits hereunder that are accrued and unpaid up to, and shall reimburse Employee for any expenses incurred pursuant to paragraph 3.5 hereof prior to, the Executive shall be accelerated so that the number date of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions termination or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); expiration; (ii) the Company shall pay to the Executive in Employee within twenty business days after termination or expiration of his employment, a lump sum equal to the greater of two or the number of full years remaining in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of Term multiplied by (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and Employee's Base Salary, (y) a fractionincentive compensation determined in accordance with Paragraph 3.2 for the year preceding the date of termination of employment and (z) the Equity Compensation Value (as described in Section 4.6); (iii) the Company shall pay to the Employee prior to March 31 of the year following termination, the numerator incentive compensation for Employee would have earned based on his targeted bonus as provided in Paragraph 3.2 hereof if he had been an Employee on December 31 of which is the number year of days in termination; (iv) all restrictions on restricted stock held by the current fiscal year through the Date of Termination, and the denominator of which is 365 Employee shall lapse; and (Cv) all options previously issued to the Employee shall vest and remain exercisable for one year following the date of termination. In the event that the termination occurs before the amount of any the incentive compensation previously deferred by for services rendered in the Executive (together year preceding the date of termination have been finally determined, then the payment to Employee shall be an estimate based on the Employee's targeted bonus with any accrued interest or earnings thereon) and any accrued vacation pay, in each case an adjustment to be made promptly upon the extent not previously paid (the sum determination of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred actual amount pursuant to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for Incentive Compensation Plan. In addition to the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policyabove payment, the Company fringe benefits provided to Employee during the Term of this Agreement pursuant to Section 3.3 hereof shall continue until the earlier to provide occur of : (i) December 31, 2006; and (ii) Employee receives substantially equivalent benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive from a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationsubsequent employer.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with by the Company is terminated by the Company (other than for Cause, Cause (and other than a termination due to Disability or death) ), upon expiration of the Employment Term then in effect by reason of the Company’s delivery of a non-renewal notice pursuant to Section 2 if the Company did not have Cause to deliver such non-renewal notice, or by the Executive for Good Reason within 12 months following Reason, subject to Section 9(e), the Change in Control Date, then Company shall pay or provide the Executive shall be entitled to with the following benefitsfollowing: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months);The Accrued Amounts. (ii) A pro-rata portion of the Company Executive’s Bonus for the performance year in which the Executive’s termination occurs, which shall pay be paid at the time that annual Bonuses are paid to the Executive other senior executives, but in a lump sum in cash any event within 30 seventy-four (74) days after the Date of Termination the aggregate conclusion of the following amounts: Fiscal Year to which such Bonus relates (1) determined by multiplying the sum of (A) amount the Executive's base salary Executive would have received based upon actual performance had employment continued through the Date end of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal performance year and (y) by a fraction, the numerator of which is the number of days in during the current fiscal performance year through of termination that the Date of Termination, Executive is employed by the Company and the denominator of which is 365 365). (iii) Payment of an aggregate amount equal to two (2) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date, subject to tax withholding and other authorized deductions. However, if the Severance Date occurs within twelve (C12) the months before, upon, or within two (2) years after a Change in Control, such aggregate amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (shall equal the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and two (2) the amount equal to (A) times the Executive's base salary for ’s Base Salary at the six months prior to annualized rate in effect on the Severance Date of Termination plus (B) 50% of two (2) times the Executive's ’s target annual bonus opportunity Bonus amount under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period Section 5 and as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Severance Date, subject to tax withholding and other authorized deductions. The applicable amount provided for in this Section 9(d)(iii) is referred to hereinafter as the “Severance Benefit” and shall be payable as set forth in Section 9(e) below. (iv) The Company’s obligation to reimburse the Executive for premiums incurred to obtain life insurance of up to Ten Thousand Dollars ($10,000) a year pursuant to Section 7(e) shall continue for two (2) years following the Severance Date or, if more favorable earlier, until the Executive’s death or should the Executive lose or terminate such coverage. (v) The Company shall pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive and his or her family(and, if applicable, the Executive’s eligible dependents) as in effect generally at any time thereafter with respect immediately prior to other peer executives of the Company and its affiliated companiesSeverance Date, to the extent that the Executive elects such continued coverage; provided, however, that the Company’s obligation to make any payment or reimbursement pursuant to this clause (v) shall commence with continuation coverage for the month following the month in which the Executive’s Severance Date occurs and shall cease with continuation coverage in the twenty fourth (24th) month following the month in which the Executive’s Severance Date occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date on which the Executive becomes reemployed eligible for coverage under the health plan of a future employer, or when the Company is no longer obligated to provide COBRA coverage). The Company’s obligations pursuant to this Section 9(d)(v) are subject to compliance with another employer all applicable law, and subject to the Company’s payment or reimbursement obligation pursuant to this Section not resulting in unintended tax consequences or penalties for the Company, any applicable Company benefit plan, or the participants in any such benefit plan. (vi) Notwithstanding anything contained in the restricted stock unit award agreement evidencing the Initial Restricted Stock Unit Award or the Equity Plan to the contrary, to the extent that the Initial Restricted Stock Unit Award is eligible then outstanding and otherwise unvested, the service-based vesting condition applicable to receive a particular type the Initial Restricted Stock Unit Award shall no longer apply and such award shall remain outstanding following the Severance Date pending satisfaction of benefits the applicable performance-based vesting condition and, if the applicable performance-based vesting condition is satisfied, such award shall become fully vested on the Compensation Committee’s certification of the satisfaction of such condition. (e.g.vii) As to each other stock option, health insurance benefits) from such employer on terms at least as favorable restricted stock, restricted stock unit or similar equity award granted to the Executive and his or her family as those being provided by the CompanyCompany that is outstanding and otherwise unvested on the Severance Date, then and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, the equity award will vest as of the Severance Date as to a pro-rata portion of the next time and service-based vesting installment applicable to the award that is otherwise scheduled to vest after the Severance Date. The pro-ration shall be based on the number of shares subject to the award covered by such next vesting installment multiplied by the applicable Equity Award Pro-Rata Fraction. This Section 9(d)(vii) shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this Section 9(d)(vii) will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award. However, if the Severance Date occurs within twelve (12) months before, upon, or within two (2) years after a Change in Control, each such stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company that was outstanding and otherwise unvested on the Severance Date (and did not otherwise accelerate pursuant to the foregoing provisions of this Section 9(d)(vii)), the time and service-based vesting condition applicable to the equity award shall no longer be required to provide those particular benefits to the Executive apply in its entirety, and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination performance-based condition and timing of employment under any plan, program, policy, practice, contract or agreement payment of the Company and its affiliated companies (such other amounts and benefits shall award will be hereinafter referred to as provided in the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Terminationapplicable award agreement.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full; (ii) each vested option (including any options vesting as a result of acceleration) to purchase shares of common stock of the Company shall be accelerated so that exercisable by the number Executive until the earlier of shares that would otherwise have first become vested during the two-year period following second anniversary of the Date of Termination shall immediately become exercisable and or the expiration of the original term of such option, subject to any contrary treatment provided in connection with the Change of Control that is consistent with the Company’s 2009 Stock Incentive Plan or such other plan that covers the options; (iii) all shares of restricted Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable held by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months)shall immediately vest in full; (iiiv) the Company shall pay to the Executive in a lump sum in cash within 30 10 days after the Date of Termination Termination, or such later date as is required by Section 8.9 hereof, the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s accrued but unpaid base salary through the Date of Termination, (B) an amount equal to the Executive’s base salary for the six months prior to the Date of Termination, (C) an amount equal to 50% of the Executive’s annual bonus opportunity under the Company’s bonus plan (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year, (D) the product of (x) the annual bonus paid or payable opportunity (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and 365, (CE) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), subject to any delay required by Section 8.9(a) and (c) hereof and (F) an amount equal to 50% of the commissions paid to the Executive over the previous 12 month period and any accrued but unpaid vacation pay, in each case to the extent not previously paid pay (the sum of the amounts described in clauses (A), (B), (C), (D) (E) and (CF) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iiiv) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on immediately prior to the Measurement Change in Control Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and provided further that any benefits coverage provided by the Company that continues beyond the COBRA coverage period shall be administered in accordance with the Company’s ordinary payroll practices; (ivvi) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”), and such amounts or benefits shall be paid or provided to the Executive in a lump sum within 10 business days following the date of termination, subject to any delay required by Section 8.9(a) and (c) hereof; and (vvii) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If Subject to Section 4.4, if the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 60 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to (A) the sum of (x) the Executive's ’s highest annual base salary for in effect at any time during the six months one-year period prior to the Change in Control Date of Termination plus and (y) the Executive’s then current target annual bonus minus (B) 50% any other amounts paid to the Executive by the Company or any successor as severance or similar payments as a result of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year;termination of his or her employment in connection with such Change in Control. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her [his/her] family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, (1) that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his [his/her] family and (2) to the extent such payments are taxable and/or extend beyond the period of time during which the Executive would be entitled (or her familywould, but for this clause (2)) to COBRA continuation coverage under a group health plan of the Company, such payments shall be made on a monthly basis); (iviii) to the extent not otherwise previously paid or provided, the Company shall timely pay or provide to the Executive within 45 days after the Date of Termination any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's ’s base salary through the Date of Termination, Termination and (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case pay to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and (C) shall be hereinafter referred to as the "“Accrued Obligations"”); and (2) the amount equal to sum of (A) the amount equal to the Executive's ’s annual base salary for during the six months one year period prior to the Date of Termination plus and (B) 50% the greater of (x) the Executive's target bonus established by the Board (or any other person or persons having authority with respect thereto) for the Executive for the fiscal year in which the Date of Termination occurs and (y) the annual bonus opportunity under paid to the Company's bonus plan Executive for the most recently completed fiscal year;. (iiiii) for For 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's ’s family at least equal to those which would have been provided to them if the Executive's ’s employment had not been terminated, in accordance with the applicable Benefit Plans life insurance, medical, dental, health and accident and disability plans in effect on immediately prior to the Measurement Date of Termination or, if more favorable to the Executive and his or her [his/her] family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his [his/her] family. At the end of such 12 month period, the Executive may continue such plans on [his/her] own behalf or her familypursuant to COBRA, if applicable, and shall be responsible for all premiums thereafter; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's ’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's -------------------------------------------- employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Executive for Good Reason within 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to the sum of (Ax) the Executive's highest annual base salary for while employed by the six months Company during the five-year period prior to the Change in Control Date of Termination plus and (By) 50% of the Executive's highest annual bonus opportunity under while employed by the Company's bonus plan for Company during the most recently completed fiscal year;five-year period prior to the Change in Control Date. (iiiii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iviii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (viv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.

Termination Without Cause or for Good Reason. If the Executive's ’s employment with the Company is terminated by the Company (other than for Cause, Disability or deathDeath) or by the Executive for Good Reason within 12 months following during the Change in Control DateTerm, then the Executive shall be entitled to the following benefits: (i) (A) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) for a period of six months following the Date of Termination (or the remainder of the option term if less than six months); (ii) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (1) on the Date of Termination, the sum of (A) the Executive's ’s base salary through the Date of Termination, and (B) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”); and (2) on the date set forth in the Severance Agreement, the amount equal to (A) one-half (1/2) multiplied by (B) the Executive’s highest annual base salary during the three year period prior to the Effective Date. (ii) for six months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect immediately after the Effective Time or, if more favorable to the Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family; (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); (iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until six months after the Date of Termination; and (v) if a Change in Control Date occurs during the Term and on or before the Date of Termination, the Company shall make an additional lump sum payment to the Executive equal to the sum of (A) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (CB) the amount of any compensation previously deferred one-half multiplied by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Executive’s highest annual bonus during the three-year period prior to the extent not previously paid (the sum of the amounts described in clauses (A)Effective Date, (B), and less (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the any amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (v) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after for the Date of Terminationcurrent fiscal year.

Termination Without Cause or for Good Reason. If In the Executive's employment with event that the Company is terminated by the Company (terminates Executive’s employment for reasons other than for Cause, Disability or deathCause (as defined below) or by the Executive terminates her employment for Good Reason within 12 months (as defined below) at any time following the Change in Control Effective Date, then and provided that Executive signs and does not revoke a standard separation agreement releasing all claims against the Company, in a form reasonably satisfactory to the Company, does not breach any provision of this Agreement (including but not limited to Section 10, Section 11 and Section 12 hereof), and continues to comply with the PIIA, as hereinafter defined, Executive shall be entitled to the following benefitsreceive, subject to Section 14 below: (i) (A) the vesting schedule continued payment of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated so that the number of shares that would otherwise have first become vested during the two-year period following the Date of Termination shall immediately become exercisable and shares of Common Stock of the Company received upon exercise of any vested options will no longer be subject to a right of repurchase by the Company, (B) the vesting schedule of each outstanding restricted stock award shall be accelerated so that the number of shares that would otherwise have first become free from conditions or restrictions during the two-year period following the Date of Termination shall immediately become free from conditions or restrictions and the aggregate number of shares free from conditions or restrictions under such award will no longer be subject to a right of repurchase by the Company and (C) notwithstanding any provision Executive’s base salary as then in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) effect for a period of six twelve (12) months following the Date date of Termination termination (the “Severance Period”), to be paid periodically in accordance with the Company’s standard payroll practices, provided that Executive shall immediately repay to the Company any amounts that she receives hereunder if within sixty (60) days following termination of her employment she either has failed to execute the standard release described above or has revoked the remainder of the option term if less than six months)general release after she executes it; (ii) continuation of Company health and dental benefits through COBRA premiums paid by the Company shall pay directly to the Executive in a lump sum in cash within 30 days after COBRA administrator during the Date of Termination the aggregate of the following amounts: (1) the sum of (A) the Executive's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued Obligations"); and (2) the amount equal to (A) the Executive's base salary for the six months prior to the Date of Termination plus (B) 50% of the Executive's annual bonus opportunity under the Company's bonus plan for the most recently completed fiscal year; (iii) for 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive's family at least equal to those which would have been provided to them if the Executive's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesSeverance Period; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable premium payments shall cease prior to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; (iv) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive's termination of employment under any plan, program, policy, practice, contract or agreement end of the Company Severance Period if Executive commences other employment with reasonably comparable or greater health and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")dental benefits; and (viii) for purposes of determining eligibility (but not the time of commencement of benefits) any vested and exercisable options to purchase common stock of the Company that are held by Executive for retiree benefits as of the date of termination shall expire upon the earliest to occur of (i) the 12-month anniversary of the date of Executive’s termination of employment as President and Chief Executive Officer, (ii) the date on which such options would have expired if Executive’s employment had continued through the full term of such option and (iii) the date on which Executive is entitledbreaches this Agreement, the PIIA or any other agreement between Executive shall be considered to have remained employed by and the Company until 12 months or any of its affiliates. Executive will not be eligible for any bonus or other benefits not described above after the Date of Terminationtermination, except as may be required by law.