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

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

Termination Without Cause or for Good Reason. If the Executive's ’s employment is terminated during the Term (i) by the Company is terminated by the Company other than for without Cause (other than as a termination for result of the Executive’s death or Disability), or (ii) or by the Executive for Good Reason, in each case, other than during the COC Protection Period (as defined below), the Company shall (A) pay or provide to the Executive with (i) Accrued Amountsany portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (iiB) pay to the Executive any annual bonus that was earned by the Executive for the fiscal year immediately preceding the fiscal year in which the Termination Date occurs, to the extent not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company’s policies and procedures on reimbursement of expenses; and (D) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, the “Accrued Compensation”). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than 45 days following the Termination Date (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 2(j), 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable), subject to applicable taxes and withholdings: (1) The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for 12 months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. (2) The Company will pay to the Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (but in no event later than the 15th day of the third month of the fiscal year following the fiscal year in which the Termination Date occurred), a pro-rata portion (determined by multiplying the rated amount Executive would have received had employment continued through the end of the Executive’s bonus under such plan, based on the actual performance year by during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction, fraction where the numerator of which is the number of days during from the performance year beginning of termination that the applicable bonus period through the Termination Date and the denominator is the total number of days in the applicable bonus period. (3) The Company will pay to the Executive is employed a lump sum cash payment (net of applicable taxes and withholdings), payable within 30 days following the Termination Date, equal to the monthly cost (including any portion of the cost paid by the Executive) to provide group medical, dental, vision and/or prescription drug plan benefits sponsored by the Company and maintained by the denominator Executive as of which is 365the Termination Date, multiplied by 12. For purposes of this Section 2(a)(3), the cost of such benefits will be calculated based on the “applicable premium” determined in accordance with Section 4980B(f)(4) of Executive's Annual Bonus the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued thereunder (less the 2% administrative fee) for the performance year in which the Termination Date occurs. (4) As of Executive's termination occurs ’s Termination Date, Executive will be immediately eligible for reasonable outplacement services at the time that annual bonuses are paid expense of the Company. The Company and Executive will mutually agree on which outplacement firm, among current vendors used by the Company, will provide these services. Such services will be provided for up to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationTermination Date or until employment is obtained, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")whichever occurs first.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 10: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive following the termination date (and eligible dependentsthe “COBRA Severance Period”); (ii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section 8(d)(2), the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company would have paid has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for such benefits on behalf of Executive the performance year immediately prior to the year in which the Executive’s termination occurs if the benefits were provided Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to him the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as an employee. The continuation determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of health benefits under this subsection the shares subject to all stock options, restricted stock units and other equity awards then held by the Executive shall reduce vest and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985become exercisable or payable, as amended applicable. In addition, the time period that the Executive may have to exercise any stock options shall be extended for a period equal to the shorter of ("COBRA")i) nine (9) months or (ii) the remaining term of the award.

Termination Without Cause or for Good Reason. If Executive's the Employee’s employment by the Company is terminated (x) by the Company other than for Cause Cause, or (other than a termination for Disabilityy) or by Executive the Employee for Good Reason, the Company shall pay or provide Executive the Employee with the following: (i) the Accrued AmountsBenefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof: (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a pro-rata portion single lump sum on the first payroll date occurring on or after the sixtieth (determined by multiplying 60th) day following the amount Executive would have received had employment continued through the end date of the performance year by a fractiontermination (such payroll date, the numerator of “First Payroll Date”); (B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date; (C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date; (D) the Pro-Rata Bonus, payable in a single lump sum on the date on which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other the Company’s senior executives; provided that executives generally for such calendar year, but no later than March 15 of the Board determines that calendar year following the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from calendar year in which the date of terminationtermination occurs; (E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the mitigation provisions set forth below; Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and (iv) subject the regulations thereunder, the Company shall continue to Executive's continued copayment of premiums, continued participation for twelve (12) months in all provide the Employee and the Employee’s eligible dependents with coverage under its group health and welfare plans which cover Executive (and eligible dependents) upon at the same terms levels and conditions (except for the requirements of Executive's continued employment) 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 date of termination. If at , provided that (1) if any time after Executive's termination while plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation otherwise unable to continue to make such payments to Executive shall be reduced by cover the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for Employee under its group health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such planspenalty under applicable law (including without limitation, for underwriting reasons or because Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax impact on Executiveunder Section 105(h) of the Code, the Company shall pay Executive then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the amount Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”); (F) full vesting of each outstanding Company would have paid equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such benefits equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”); (G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on behalf the attainment of Executive if certain performance conditions (including, without limitation, the benefits were provided Promotion Performance Share Award, to him the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as an employee. The continuation a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of health benefits under this subsection the equity awards shall reduce and count against Executive's rights under not change the Consolidated Omnibus Budget Reconciliation Act time or form of 1985payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and (H) in the event the termination occurs prior to January 1, as amended ("COBRA")2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's ’s Annual Bonus for the performance year in which Executive's ’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's ’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's ’s continued employment) in effect on the date of termination. If at any time after Executive's ’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's ’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's ’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's ’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”).

Termination Without Cause or for Good Reason. If Executive's employment by the Company this Agreement is terminated by the Company other than without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause (other than a termination for Disability) or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall pay or provide have no other obligations to the Executive with (i) Accrued Amountsunder this Agreement; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionhowever, the numerator of Executive shall continue to be bound by Section 10 and all other post-termination obligations to which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationsubject, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiumsincluding, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage canbut not be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivelimited to, the Company shall pay Executive an amount equal to obligations contained in this Agreement that survive the amount the Company would have paid for such benefits on behalf expiration or earlier termination of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985Agreement, as amended ("COBRA")provided herein.

Termination Without Cause or for Good Reason. If Executive's employment by the Company this Agreement is terminated by the Company other than without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the Executive’s termination date; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause (other than a termination for Disability) or by Executive for Good ReasonReason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.4, the Company shall pay or provide have no other obligations to the Executive with (i) Accrued Amountsunder this Agreement; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionhowever, the numerator of Executive shall continue to be bound by Section 10 and all other post-termination obligations to which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationsubject, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiumsincluding, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage canbut not be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivelimited to, the Company shall pay Executive an amount equal to obligations contained in this Agreement that survive the amount the Company would have paid for such benefits on behalf expiration or earlier termination of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985Agreement, as amended ("COBRA")provided herein.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's ’s Annual Bonus for the performance year in which Executive's ’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's ’s continued copayment co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's ’s continued employment) in effect on the date of termination. If at any time after Executive's ’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's ’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's ’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's ’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”).

Termination Without Cause or for Good Reason. If Executive's employment by the Company this Agreement is terminated by the Company other than for without Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company shall will pay or provide the Executive with (i) Accrued Amountsall accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued all accrued, but unpaid, vacation through the end of termination date, based on the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination’s then current Base Salary; (iii) continue his then current Base Salary as all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the Executive’s termination date; (iv) all earned and accrued, but unpaid Bonuses; and (v) if his employment continued for a period of twelve (12) months from the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, subject a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the mitigation provisions set forth below; Executive and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months his dependents in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. If at any time after Executive's termination while Payment of the amounts listed in this Section 7.4 shall be made by the Company is obligated hereunder to make such payments within thirty (30) days of Base Salary or continue such benefitsthe Executive’s termination date, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to one and one-half times (1.5x) the Executive’s then current Base Salary. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such event and date in accordance with the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time ’s regular payroll practices. Except as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executiveset forth in this Section 7.4, the Company shall pay Executive an amount equal have no other obligations to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection Agreement; however, the Executive shall reduce continue to be bound by Section 10 and count against Executive's rights under all other post-termination obligations to which the Consolidated Omnibus Budget Reconciliation Act Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of 1985this Agreement, as amended ("COBRA")provided herein.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's ’s Annual Bonus for the performance year in which Executive's ’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve six (126) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's ’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's ’s continued employment) in effect on the date of termination. If at any time after Executive's ’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's ’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's ’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's ’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”).

Termination Without Cause or for Good Reason. (a) If at any time during the Term (1) Executive's employment by the Company is terminated by the Company for any reason other than for Cause or the death or disability of Executive or (other than a termination for Disability2) or Executive's employment is terminated by Executive for Good ReasonReason (as hereinafter defined): (b) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Company shall pay or provide Executive with date of such termination plus a lump sum cash payment equal to the greater of (ix) Accrued Amounts; (iiA) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued Executive's then current Base Salary through the end of the performance year Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary ("Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days during in the performance calendar year that expired prior to termination of termination that Executive is employed by the Company employment and the denominator of which is 365(y) of two and one-half times (A) Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current annual Base Salary as if his employment continued for a period of twelve plus (12B) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company would have paid within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (c) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and (d) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the New Plan) and stock option granted to Executive before, on behalf or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive if before, on or after the benefits were provided to him as an employeedate hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The continuation exercise period of health benefits under this subsection each ISO granted to Executive before, on or after the date hereof shall reduce be governed by the terms of the relevant ISO Agreement. Vesting and count against Executive's other rights with respect to stock grants under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or terms under which they may be granted.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's ’s Annual Bonus for the performance year in which Executive's ’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's ’s continued copayment co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's ’s continued employment) in effect on the date of termination. If at any time after Executive's ’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's ’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's ’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's ’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”). All benefits provided under Section 8(d)(iii) may be paid to the Employee within thirty (30) days of the termination date once all necessary applicable releases have been signed by the Employee and returned to the Company. Notwithstanding anything to the contrary herein, if Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code as of the date of any termination, any benefits due under this Section 4(d) otherwise payable within six months following termination shall be provided in one lump sum six months from the date of termination. However, any payment or portion thereof which is subject to an exemption for separation pay to specified employees as provided under Section 409A and the relevant Treasury Regulations, or is subject to any other exemption provided under Section 409A and the relevant Treasury Regulations allowing for payment to a specified employee prior to the date that is six (6) months after the date of separation from service, may be paid to Employee within thirty (30) days of the termination date once all applicable releases have been signed by the Executive and returned to the Company.

Termination Without Cause or for Good Reason. If Executive's prior to the expiration of the Term, Executive resigns from his employment by hereunder for Good Reason or the Company is terminated by the Company other than for terminates Executive’s employment hereunder without Cause (other than a termination for by reason of death or Disability) or by Executive for Good Reason), then the Company shall pay or provide Executive with the Amounts and Benefits and the following: (i1) Accrued Amounts; an amount equal to two (ii2) times Executive’s Base Salary, which shall be payable in ratable installments pursuant to the Company’s standard payroll procedures for twenty-four (24) months; (2) any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to Executive on the date that is thirty (30) days following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the Company, if later; (3) a pro-rata portion of the Base EBITDA Bonus and Additional EBITDA Bonus for the fiscal year in which Executive’s termination occurs based on actual results for such year (determined by multiplying the amount Executive of such Annual Bonuses which would have received had employment continued through be due for the end of the performance full fiscal year by a fraction, the numerator of which is the number of days during the performance fiscal year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual (“Pro Rata Bonus”). The Pro Rata Bonus for the performance year in which Executive's termination occurs shall be payable at the time that annual bonuses are the Annual Bonus would have been paid to other senior executives; provided that if Executive’s employment had not terminated; (4) a Leverage Based Bonus based on actual achievement as of December 31st of the Board determines that year of termination of employment (collectively the Company was on plan for Executive to earn such bonus “Termination Leverage Based Bonus”). Such Leverage Based Bonus shall be payable at the time of termination; the Annual Bonus would have been paid if Executive’s employment had not terminated; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv5) subject to Executive's continued copayment ’s timely election of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), with respect to the Company’s group health insurance plans in which Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), the Company shall pay the full cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earlier of (a) when Executive becomes eligible for coverage under another employer’s health plan, or (b) twenty-four (24) months following the Date of Termination, (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); (6) any unvested portion of the RSUs shall accelerate and become fully vested on the Date of Termination and the shares covered by the RSUs shall be distributed to Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions); and (7) and unvested portion of the PSUs with respect to periods not yet ending before the Date of Termination shall become fully vested on the Date of Termination and the shares covered by such PSUs shall be distributed to Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions) (i.e., if the Date of Termination were prior to December 31, 2019, 500,000 PSUs would so vest; if the Date of Termination were on or after December 31, 2019 and before December 31, 2020, 333,333 PSUs would so vest; and if the Date of Termination were after December 31, 2020 and before December 31, 2021, 166,667 PSUs would so vest).

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Executive his or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued her fully earned but unpaid base salary, when due, through the end date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; ; (iiiii) continue his then current Base Salary Executive shall be entitled to receive severance pay in an amount equal to the sum of: (A) Executive's monthly base salary as if his employment continued in effect immediately prior to the date of termination for a period of the twelve (12) months from month period following the date of termination, subject to payable over the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect month period commencing on the date of termination. If at any time after termination in equal monthly installments, plus (B) an amount equal to Executive's Bonus for the year in which the date of termination while occurs prorated for the Company is obligated hereunder to make period during such payments of Base Salary or continue such benefits, year Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish was employed prior to the Company. date of termination, payable over the twelve (12) month period commencing on the date of termination in equal monthly installments; (iii) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), (1) reimburse Executive shall use good faith for the costs associated with continuation coverage pursuant to COBRA for Executive and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided his or her eligible dependents who were covered under the Company's health plans as of the date of Executive's termination (provided that Executive shall be solely responsible for all matters relating to his or welfare plans her continuation of coverage pursuant to COBRA, including, without jeopardizing the tax status limitation, his or her election of such planscoverage and his or her timely payment of premiums), and (2) pay for underwriting reasons or because of the tax impact on Executive, the Company shall pay and provide Executive an amount equal and such eligible dependents with life insurance benefits coverage to the amount the Company would have paid for extent such Executive and/or such dependents were receiving such benefits on behalf prior to the date of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under termination; and (iv) Executive shall be entitled to executive-level outplacement services at the Consolidated Omnibus Budget Reconciliation Act of 1985Company's expense, as amended ("COBRA")not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 11: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive following the termination date (and eligible dependentsthe “COBRA Severance Period”); (ii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section 8(d)(2), the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company would have paid has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for such benefits on behalf of Executive the performance year immediately prior to the year in which the Executive’s termination occurs if the benefits were provided Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to him the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as an employeedetermined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of the shares subject to the Option shall vest. The continuation In addition, the time period that the Executive may have to exercise the Option shall be extended for a period equal to the shorter of health benefits under this subsection shall reduce and count against Executive's rights under (i) twelve (12) months, or (ii) the Consolidated Omnibus Budget Reconciliation Act remaining term of 1985, as amended ("COBRA")the award.

Termination Without Cause or for Good Reason. If Executive's the Employee’s employment by and the Company is Employment Term are terminated by the Company other than for Cause (and other than a termination for due to the Employee’s death or Disability) or by Executive the Employee for Good Reason, the Company shall pay or provide Executive the Employee with the following: (i) the Accrued Amounts; Benefits; (ii) subject to the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, an amount equal to two times the sum of (A) the Base Salary in effect on the termination date, and (B) the average Annual Bonus earned by the Employee for the two Company fiscal years ending during the Employment Period and immediately preceding the Company fiscal year in which such termination occurs (regardless of whether such amount was paid out on a pro-rata portion current basis or deferred). Such amount shall be paid monthly in equal installments for a period of 12 months; provided that the commencement of such installments is subject to restrictions in Section 24(b)(iii) if Employee is a “specified employee” as described therein; (determined iii) subject to (A) the Employee’s timely election of continuation coverage under COBRA and (B) the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, Employee may participate in COBRA continuation coverage at the premium rate that is paid by multiplying active employees for coverage of the amount Executive Employee (or his eligible dependents) under the Company’s major medical group health plan, for a period of 18 months (or up to 24 months if eligibility is extended under COBRA), or such period of time that the Employee and his eligible dependents are eligible for COBRA continuation coverage; provided, that if the Company determines that the provision of this benefit would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or penalties or adverse tax consequences to the Employee or the Company, then in lieu of providing such benefit, the Company shall pay the Employee on the last day of each remaining month in which the benefit would have received had employment continued through been provided a fully taxable cash payment equal to the portion of the COBRA premium the Company otherwise would have paid for such month. Upon the Employee and his dependents becoming ineligible for COBRA continuation coverage, Employee shall be reimbursed for the premiums paid by Employee for medical insurance for himself and his dependents for a period of time extending to 24 months following termination of employment; provided, however, that Company’s obligation to make additional payments under this paragraph will cease during any period that Employee is employed by a third party that provides comparable coverage to Employee; and (iv) all of the Employee’s equity-based awards that are outstanding on the termination date shall immediately become fully vested and, as applicable, exercisable, without any action by the Board. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. For purposes of Section 8(d)(ii)(B), in the event that the Employee’s termination occurs prior to the end of the performance year by a fraction, the numerator completion of which is the number of days two Company fiscal years during the performance Employment Term, then the amount in Section 8(d)(ii)(B) shall be determined by using the Employee’s Target Bonus for any such fiscal year of termination that Executive is employed not yet completed, together with the Annual Bonus actually earned by the Company and the denominator of which is 365) of Executive's Annual Bonus Employee for the performance fiscal year in which Executive's termination occurs completed during the Employment Term (if any), annualized for any such partial fiscal year. For purposes of Sections 8(a), 8(b) and 8(d)(iv), performance-based equity awards will vest (x) at the time that annual bonuses are paid to other senior executives; provided that target levels or (y) if the Board or a committee thereof determines in its sole discretion that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from actual performance is measurable through the date of termination, subject to at the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment greater of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon target levels or at the same terms and conditions (except for the requirements of Executive's continued employment) in effect levels achieved based on actual performance through the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services (as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced determined by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer Board or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"a committee thereof)).

Termination Without Cause or for Good Reason. If Executive's your employment by the Company is terminated by the Company other than for Lifeway without Cause (other than a termination for Disability) or by Executive you voluntarily for Good Reason, and you return to Lifeway a General Release, you shall be entitled to receive: i) your Base Salary for the Company shall pay remainder of the current Term or provide Executive six (6) months, whichever is greater; ii) your accrued but unused Paid Time Off as of your Termination Date in accordance with the Company’s customary payroll procedures; iii) a one-time payment of $10,000 for your financial planning or transition-related needs; iv) if you timely elect continued coverage under COBRA, the COBRA premiums necessary to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Termination Date and ending on the earliest to occur of: (i) Accrued Amountssix calendar months after the calendar month of your Termination Date; (ii) a pro-rata portion the date you (determined by multiplying the amount Executive would have received had employment continued and your eligible dependents, if applicable) become eligible for group health insurance coverage through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executivesanother employer; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; or (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationyou cease to be eligible for COBRA continuation coverage for any reason, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of including plan termination. If at any time after Executive's termination while In the Company is obligated hereunder event you become covered under another employer’s group health plan or otherwise cease to make such payments of Base Salary or continue such benefitsbe eligible for COBRA during the COBRA Premium Period, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall you must immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount event; v) a cash bonus equal to the amount greater of (i) the value of the Annual Bonus you would have earned for the fiscal year of your Termination Date if you would have been employed on the date that the Company paid such Annual Bonus; or (ii) the value of the actual Annual Bonus you earned for the fiscal year prior to your Termination Date. The bonus shall be payable in a lump sum, less applicable withholdings, on or before the date that the Annual Bonus for the fiscal year of your Termination Date is (or would have been) paid by the Company to similarly situated executives; vi) reimbursement for unreimbursed business expenses that you properly incurred, in accordance with the Company’s expense reimbursement policy; and vii) to the extent that you hold any Outstanding Awards, an amendment to each award agreement that evidences each such benefits Outstanding Award that provides as follows: If your employment with Lifeway is terminated without Cause or for Good Reason, your Outstanding Awards that are Stock Options or Stock Appreciation Rights shall immediately become fully vested and exercisable on behalf your Termination Date. The vested Outstanding Awards shall be exercisable for the period specified in the applicable option agreement. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and are not intended to qualify as performance-based compensation shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of Executive such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and are intended to qualify as performance-based compensation shall remain outstanding and shall vest or be forfeited as specified by the applicable award agreements, if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")applicable performance goals are satisfied.

Termination Without Cause or for Good Reason. If In the event Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, Executive will be entitled to the payments and benefits provided in Section 6(c) hereof and, in addition, the Company shall pay or will, subject to Section 6(g) hereof, provide to Executive with (i) Accrued Amountscontinued Base Salary for eighteen (18) months following the Date of Termination, payable in accordance with the Company’s customary payroll practices, provided that the first actual payment shall not be made until the first payroll period following the Release Effective Date (as defined below), which first payment shall consist of all payments that otherwise would have been made to Executive pursuant to this clause between the Date of Termination and the Release Effective Date; (ii) a prothe Pro-rata portion (determined by multiplying Rata Bonus, payable on the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of same date on which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that similarly situated officers of the Company was on plan for Executive to earn in respect of such bonus at the time of terminationfiscal year; (iii) continue his then current Base Salary as if his employment continued for a period of twelve the Medical Benefits; (12iv) months from the date of termination, subject to the mitigation provisions set forth belowPrior Year Bonus; and (ivv) subject vesting of all outstanding unvested equity-based awards on the Date of Termination consistent with the vesting terms applicable to Executive's continued copayment similarly-situated officers and directors of premiumsthe Company. (A) The “Pro-Rata Bonus” will be equal to the annual performance bonus earned by Executive in the year of termination based on actual performance, continued participation multiplied by the number of days in the year up to and including the Date of Termination and divided by 365. (B) The “Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to the coverage (including the applicable cost of coverage) provided to Executive under Section 4(a) hereof for twelve eighteen (1218) months in all health and welfare plans which cover Executive (and eligible dependents) upon following the same terms and conditions (except for the requirements Date of Executive's continued employment) in effect on the date of terminationTermination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue this agreement to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by continuation raises any successor employer compliance issues or person or entity, prompt notice impositions of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided penalties under the Company's health Patient Protection and Affordable Care Act or welfare plans without jeopardizing other applicable law, then the tax status parties agree to modify this Agreement so that it complies with the terms of such plans, for underwriting reasons or because laws without impairing the economic benefit to Executive. (C) The “Prior Year Bonus” will be an amount in cash equal to any annual performance bonus payable to Executive in respect of any previously completed fiscal year of the tax impact Company in accordance with Section 3(b) hereof but unpaid as of the Date of Termination, payable on Executive, the same date on which annual bonuses are paid to other similarly situated officers of the Company shall pay Executive an amount equal to the amount the Company would have paid for in respect of such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")fiscal year.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 9: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) payable in a lump sum in cash promptly following the termination date (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive following the termination date (and eligible dependentsthe “COBRA Severance Period”); (ii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section 8(d)(2), the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company would have paid has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for such benefits on behalf of Executive the performance year immediately prior to the year in which the Executive’s termination occurs if the benefits were provided Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to him the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) if such termination occurs prior to the second anniversary of the Effective Date, an employee. The continuation additional fifty percent (50%) of health benefits under this subsection the shares subject to all stock options, restricted stock units and other equity awards which are time-based and are then held by the Executive shall reduce vest and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985become exercisable or payable, as amended applicable, and an additional fifty percent ("COBRA")50%) of the performance-based awards shall vest based on target performance and (z) if such termination occurs on or after the second anniversary of the Effective Date, all of the shares subject to all stock options, restricted stock units and other equity awards which are time-based and are then held by the Executive shall vest and become exercisable or payable, as applicable, and all performance-based awards shall vest based on target performance. In addition, the time period that the Executive may have to exercise any stock options shall be extended for a period equal to the shorter of (i) one (1) year or (ii) the remaining term of the award; provided, however, that if any particular equity or equity-based award provides for more favorable termination treatment, then the more favorable treatment provided therein will apply.

Termination Without Cause or for Good Reason. If the Executive's ’s employment is terminated during the Term by the Company is terminated without Cause or by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, then the Company shall will pay or provide the Executive with (i) Accrued Amountsall accrued, but unpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued all accrued, but unpaid, vacation through the end of termination date, based on the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination’s then current Base Salary; (iii) continue all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies by the Executive within ten (10) business days of the Executive’s termination date; (iv) any earned but unpaid bonus relating to the year prior to the termination date; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the above amounts shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive separation payments equal, in the aggregate, to one and one-half times (1.5x) the sum of (A) the Executive’s then current Base Salary as Salary, and (B) the Executive’s average Bonus for the two (2) year period prior to the date of termination of employment (if his the termination of employment continued occurs prior to the date the Executive was eligible to earn two Bonuses, the average Bonus for the two (2) year period shall be deemed to be the Executive’s target Bonus in the year of termination). Payment of the separation payments shall be made in equal installments over a period of twelve eighteen (1218) months from the date of termination, subject to in accordance with the mitigation provisions Company’s regular payroll practices; provided, that the first of such payments shall not be made unless and until the Executive has satisfied the conditions set forth below; in Section 7.6(i) and the release required thereby has become irrevocable within sixty (iv60) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on days following the date of termination; provided, further, that if such sixty (60) day period spans two calendar years, and any amounts payable during such sixty (60) day period constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the first of such payments shall not commence before the first regular payroll payment date in the latter of the two calendar years. If at The first installment payment made pursuant to the preceding sentence shall include all amounts that would have been paid between the date of termination and such first payroll payment date had they been payable on the applicable payroll date. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any time after award agreement, if the Executive's termination while ’s employment is terminated during the Term by the Company is obligated hereunder to make such payments of Base Salary without Cause or continue such benefitsby the Executive for Good Reason, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by entitled to vest in a prorated portion of his outstanding unvested equity-based awards in the gross amount of any such payments same manner and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Companysame extent (and at the same times) as if his employment had terminated due to death or Disability pursuant to Section 7.3. Executive shall use good faith Except as set forth in this Section 7.4, Section 10.2(e) and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on ExecutiveSection 11, the Company shall pay Executive an amount equal have no other obligations to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection Agreement; however, the Executive shall reduce continue to be bound by Section 10 and count against Executive's rights under all other post-termination obligations to which the Consolidated Omnibus Budget Reconciliation Act Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of 1985this Agreement, as amended ("COBRA")provided herein.

Termination Without Cause or for Good Reason. If Executive's In the event that your employment by with the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive you for Good Reason, then (i) all options which have vested shall continue to be exercisable in accordance with the terms of Section 2(c) of this Agreement, the Company's stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but unpaid on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to you immediately; (iii) subject to the provisions of Section 5 hereof, fifty percent (50%) of all unvested options shall become fully vested and exercisable, and the remaining fifty percent (50%) of your unvested options shall terminate; (iv) the Company shall forgive all amounts owed by you in connection with the Loan and make any necessary Gross-Up Payment; (v) the Company shall pay or provide Executive with to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the then current calendar year (i) Accrued Amounts; which shall be equal to thirty percent (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 36530%) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his your then current Base Salary as if his employment continued Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of twelve (12) months from months; provided, however, that either in the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for event you are terminated without Cause within twelve (12) months in all health and welfare plans which cover Executive after the Effective Time or the termination is a result of a Change of Control (and eligible dependentswhether due to termination without Cause or your termination for Good Reason following a Change of Control) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company amount of such severance payment shall be eighteen (18) months' severance; provided, further, that in the event and you obtain other employment during the Company's obligation to continue to make such applicable twelve (12) or eighteen (18) months severance period, your severance payments to Executive thereafter shall be reduced by on a prospective basis (not to less than 0) in the gross amount of any such payments and cash compensation received by you during the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status remainder of such plans, for underwriting reasons or because of the tax impact on Executive, applicable severance period; and (vi) the Company shall pay Executive an amount equal be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the amount the Company would have paid shorter of eighteen (18) months or for so long as allowed by law; provided, however, that such Health Care Coverage shall terminate upon your obtaining comparable Health Care Coverage from a future employer (after taking into account any waiting periods for such benefits on behalf of Executive if the benefits were provided coverage to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"become effective).

Termination Without Cause or for Good Reason. If Executive's the Employee’s employment by the Company is terminated (x) by the Company other than for Cause Cause, or (other than a termination for Disabilityy) or by Executive the Employee for Good Reason, the Company shall pay or provide Executive the Employee with the following: (i) the Accrued AmountsBenefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof: (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a pro-rata portion single lump sum on the first payroll date occurring on or after the sixtieth (determined by multiplying 60th) day following the amount Executive would have received had employment continued through the end date of the performance year by a fractiontermination (such payroll date, the numerator of “First Payroll Date”); (B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date; (C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date; (D) the Pro-Rata Bonus, payable in a single lump sum on the date on which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other the Company’s senior executives; provided that executives generally for such calendar year, but no later than March 15 of the Board determines that calendar year following the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from calendar year in which the date of terminationtermination occurs; (E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the mitigation provisions set forth below; Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and (iv) subject the regulations thereunder, the Company shall continue to Executive's continued copayment of premiums, continued participation for twelve (12) months in all provide the Employee and the Employee’s eligible dependents with coverage under its group health and welfare plans which cover Executive (and eligible dependents) upon at the same terms levels and conditions (except for the requirements of Executive's continued employment) 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 date of termination. If at , provided that (1) if any time after Executive's termination while plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation otherwise unable to continue to make such payments to Executive shall be reduced by cover the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for Employee under its group health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such planspenalty under applicable law (including without limitation, for underwriting reasons or because Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax impact on Executiveunder Section 105(h) of the Code, the Company shall pay Executive then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the amount Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”); (F) full vesting of each outstanding Company would have paid equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such benefits equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”); (G) with respect to any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on behalf the attainment of Executive if certain performance conditions, (i) with respect to any such award granted prior to 2020, vesting (or earned) at “target” and (ii) with respect to any such award granted in or after 2020, vesting (or earned) at the benefits were provided greater of “target” and actual performance based on the achievement of the performance goals as of the termination date, in each case delivered in accordance with the applicable award agreement; provided, however, that any such award intended to him be exempt from Code Section 409A as an employee. The continuation a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of health benefits under this subsection the equity awards shall reduce and count against Executive's rights under not change the Consolidated Omnibus Budget Reconciliation Act time or form of 1985, payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as amended ("COBRA"the “Accelerated Performance Equity Vesting”).; and

Termination Without Cause or for Good Reason. If Executive's employment by the Company this Agreement is terminated by the Company other than without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the Executive’s termination date; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to two times (2x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause (other than a termination for Disability) or by Executive for Good ReasonReason before Executive completes two (2) annual Bonus periods, then part (B) will be two times (2x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be two times (2x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.4, the Company shall pay or provide have no other obligations to the Executive with (i) Accrued Amountsunder this Agreement; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionhowever, the numerator of Executive shall continue to be bound by Section 10 and all other post-termination obligations to which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationsubject, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiumsincluding, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage canbut not be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivelimited to, the Company shall pay Executive an amount equal to obligations contained in this Agreement that survive the amount the Company would have paid for such benefits on behalf expiration or earlier termination of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985Agreement, as amended ("COBRA")provided herein.

Termination Without Cause or for Good Reason. If Executive's employment by If, prior to the natural expiration of the Term, (A) the Company is terminated by terminates the Company other than for Executive’s employment without Cause or (other than a termination for DisabilityB) or by the Executive terminates his employment for Good Reason, then, subject to the execution and delivery by the Executive of a general release of all claims in form and substance reasonably satisfactory to the Company within 21 days following the Date of Termination: (1) the Company shall pay or provide to the Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued any accrued and unpaid Base Salary earned through the end Date of Termination, which shall be paid within 45 days after the performance year by Date of Termination (or, if such day is not a fractionbusiness day, the numerator next business day after such day); and (2) as liquidated damages in respect of which is the number claims based on provisions of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365this Agreement, (A) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay make a one-time lump sum payment to the Executive within 30 days of the Date of Termination in an amount equal to the greater of (x) one (1) times the Base Salary or (y) the amount of Base Salary that otherwise would have been payable to the Executive during the remainder of the Term had his employment continued until the natural expiration of the Term, and (B) if the Executive continues to participate in the Company’s group medical plan by electing COBRA health continuation coverage, the Company shall reimburse any premiums paid by the Executive for such coverage during the period beginning on the Date of Termination and ending on the earlier of the conclusion of the Severance Period (defined below) or the expiration of the COBRA health continuation coverage period under the Company’s group health plan; provided, however, that the Company obligation to reimburse such COBRA payments will immediately cease if the Executive becomes eligible for any health benefits pursuant to the Medicare program or a subsequent employer’s plan, or as otherwise permitted or required under COBRA regulations. The payments and reimbursements provided for in (A) and (B) above are collectively referred to as the “Severance Payment.” The “Severance Period” is the period beginning on the Date of Termination and ending on the later of the first anniversary thereof or the date on which the Term would have paid for such benefits on behalf of Executive expired if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")’s employment had not terminated in advance.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company Cue is terminated by the Company Cue other than for Cause (other than a termination for Disability) or Disability or by Executive for Good Reason, the Company Cue shall pay or provide Executive with the following: (i) the Accrued Amounts; Benefits; (ii) subject to Executive’s compliance with Section 10 below and Executive’s continued compliance with Section 11 below, a pro-rata portion lump sum cash severance payment in an amount equal to the sum of (determined by multiplying A) the amount Executive would have received had employment continued through target Annual Bonus for the end year of the performance year by a fractiontermination, the numerator of which is prorated based on the number of days during the performance year of termination that Executive is employed by in such year through the Company and date of termination (provided, notwithstanding the denominator of which is 365) of Executive's foregoing if termination occurs on or prior to March 31, 2020 the amount so paid shall equal the full target Annual Bonus for 2019 which shall be in lieu of any Annual Bonus payment for 2019), plus (B) 12 months of Base Salary, with such lump sum payable on the performance year in which first payroll date of Cue that occurs more than 60 days after Executive's ’s termination occurs at (collectively, the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; “Severance Amount”); (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's ’s compliance with Section 10 below and Executive’s continued copayment of premiumscompliance with Section 11 below, continued participation for twelve (12) months in all health and welfare plans which cover if Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible elects COBRA coverage for health and/or dental insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivein a timely manner, the Company shall pay the monthly premium payments for such timely elected coverage (consistent with what was in place at termination) when each premium is due until the earliest of the following: (i) 18 months from termination; (ii) the date Executive obtains new employment that offers health and/or dental insurance that is reasonably comparable to that offered by the Company; or (iii) the date COBRA continuation coverage would otherwise terminate in accordance with the provisions of COBRA; and (iv) The time vesting and exercisability of one hundred percent (100%) of Executive’s stock options, stock appreciation rights, restricted stock units and restricted shares in each case that are issued and outstanding under a Company equity compensation plan (“Equity Awards”) shall accelerate by a period of 12 months; and Executive shall be entitled to exercise such Equity Awards (if exercisable) in accordance with this paragraph. For purposes of Equity Awards with performance-based vesting conditions (“Performance Awards”), Executive shall be treated under this paragraph as having remained in service for an amount equal additional 12 months following actual termination/resignation, provided that Performance Awards shall not become vested or earned solely as a result of this paragraph, and such vesting and earning shall remain subject to the amount attainment of all applicable performance goals, and such Performance Awards, if and to the extent they become vested or earned, shall be payable at the same time as under the applicable award agreement. For purposes of determining the accelerated vesting of Equity Awards and the additional service credit for Performance Awards, Executive’s Equity Awards and Performance Awards, as applicable, shall be presumed to vest ratably on a monthly basis over the number of calendar months of the time-based vesting or service-based vesting period established on the Grant Date of the Equity Award or Performance Award. Notwithstanding any provision of this Agreement or any applicable Equity Award agreement to the contrary, in the event of Executive’s termination/resignation initiated by the Company would have without Cause or by Executive for Good Reason, Executive’s vested and exercisable Equity Awards shall remain exercisable (if exercisable) until the date on which those Equity Awards expire, determined without regard to such termination/resignation. Payments and benefits provided under this Section 9(c) shall be in lieu of any termination or severance payments or benefits to which Executive may be eligible under any of the plans, policies or programs of Cue or under the Worker Adjustment Retraining Notification Act of 1988, as amended, or any similar state statute or regulation. Should Executive die prior to the payment of the Severance Amount, the Severance Amount shall be paid for such benefits on behalf to the heirs or estate of Executive if in accordance with the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")schedule set forth herein.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 12: (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end continue payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months from following the termination date (the “Severance Period”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date of it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect for himself (ivand his covered dependents) subject to Executive's continued copayment of premiums, continued participation for on the termination date until the earliest of: (i) twelve (12) months in all health and welfare plans which cover Executive following the termination date; (and eligible dependentsii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section, the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the amount COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; and (iii) Executive shall be entitled to exercise any vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) six (6) months after termination , or (ii) the remaining term of the award(s).If the Executive’s employment by the Company would have paid is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for such Good Reason, then the Executive will be eligible to receive additional severance benefits on behalf including, but not limited to, a pro-rata portion of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985’s Annual Bonus, as amended ("COBRA")determined by the Board, for the performance year in which the Executive’s termination occur.

Termination Without Cause or for Good Reason. If In the event Executive's ’s employment by the Company is terminated by the Company other than for Without Cause (other than a termination for Disability) or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (isubject to the provisions of Paragraph 26): i. the Accrued Benefits; ii. the SERP Benefit; iii. one (1) Accrued Amounts; times the sum of (iiA) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued for a period of twelve (12) months from plus (B) the date of terminationExecutive’s Target Bonus for the year in which the Executive’s employment is terminated. Except as required by Code Section 409A (as defined below), subject to this total amount shall be paid in accordance with the mitigation provisions set forth below; and Company’s standard payroll practices (ive.g. bi-weekly) subject to Executive's continued copayment of premiums, continued participation for over the twelve (12) months month period following Executive’s termination, except no payment shall be made until after the Release (as defined below) becomes effective and the first payment thereafter shall include any missed payment. Notwithstanding the foregoing, if any execution and revocation period overlap two calendar years, the first payment will be paid in all health the second (2nd) calendar year and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of terminationshall include any missed payment; iv. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance elects continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status ’s medical plan pursuant to Part 6 of such plans, for underwriting reasons or because Subtitle B of title I of the tax impact on ExecutiveEmployee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company shall pay Executive reimburse Executive, on a monthly basis, for a portion of Executive’s COBRA payments (provided such reimbursement does not result in any taxes or penalties for the Company) in an amount equal to the difference between (A) the amount the Company paid as a monthly premium for Executive’s participation in such plan immediately prior to Executive’s termination Without Cause or termination for Good Reason and (B) the amount Executive was required to pay as a monthly premium for participation in such plan immediately prior to such termination, until the earlier of (x) the end of the twelve (12) month period beginning on the effective date of termination of the Executive’s employment hereunder, or (y) such time as the Executive is eligible to be covered by comparable benefits of a subsequent employer. The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any health or welfare plans of another employer; and v. a lump sum payment in cash equal to the portion of the Target Bonus which would have been payable to the Executive for the fiscal year in which the termination occurred, based on the actual performance level during such fiscal year, but with such amount further prorated based on the number of days that elapsed between the start of such fiscal and the date of such termination of Executive’s employment. This pro-rated bonus (if any) will be paid for at such time as the bonus would have been paid had Executive remained employed with the Company through the end of the applicable bonus period. Payments and benefits on behalf of Executive if the benefits were provided pursuant to him as an employee. The continuation of health benefits under this subsection Paragraph 10(d) shall reduce be paid in lieu of, and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985not in addition to, as amended any other contractual, notice or statutory pay or other accrued compensation obligation ("COBRA"excluding accrued wages and deferred compensation).

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 11: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive following the termination date (and eligible dependentsthe “COBRA Severance Period”); (ii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section 8(d)(2), the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company would have paid has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for such benefits on behalf of Executive the performance year immediately prior to the year in which the Executive’s termination occurs if the benefits were provided Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to him the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of the shares subject to the Option shall vest. In addition, the time period that the Executive may have to exercise the Option shall be extended for a period equal to the shorter of (i) nine (9) months or, if longer, six (6) months after an employee. The continuation Initial Public Offering, or (ii) the remaining term of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")award.

Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive's ’s employment by the Company is terminated by the Company other than for Without Cause (other than a termination for Disability) or by Executive shall Terminate Executive’s employment for Good Reason, the Company shall pay or provide Executive with then in consideration of Executive’s services rendered prior to such Termination; (i) Accrued Amounts; the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts: A. the sum of (ii1) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued Executive’s Base Salary through the end Date of Termination to the extent not theretofore paid, and (2) any accrued vacation, sick and other leave pay, in each case to the extent not theretofore paid (the sum of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365amounts described in clauses (1) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv2) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by hereinafter referred to as the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive “Accrued Obligations”); and B. an amount equal to the amount the Company remainder of Executive’s Base Salary that would have been paid to Executive during the Employment Period but for such benefits on behalf of Termination; (ii) if Executive if the benefits were provided to him as an employee. The is eligible for and timely and properly elects continuation of health benefits under this subsection shall reduce and count against Executive's rights coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the Employer shall reimburse Executive monthly for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents for one (1) year following the Date of Termination (the “COBRA Reimbursement”). If the terms of the applicable plan documents do not allow the Employer to continue to provide COBRA coverage to Executive and Executive’s dependents beyond the expiration of the statutorily proscribed COBRA period, the Employer shall make monthly cash payments to Executive in an amount equal to the monthly COBRA premium for coverage for Executive and Executive’s dependents for the duration of such one (1) year period; provided, however, that the Employer’s obligations under this item (ii) shall terminate on the date on which Executive enrolls in a group health plan offered by another employer that provides substantially similar coverage; and (iii) To the extent permissible under the applicable Welfare Benefit Plans, for the number of days remaining in the Employment Period following the date of Termination, the Employer shall pay to Executive monthly an amount equal to the premiums necessary to provide benefits (other than medical and dental benefits covered by the reimbursement provided in Section 8(c)(ii)) necessary to provide benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if Executive’s employment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as amended Executive would receive under the Welfare Benefit Plans under this item ("COBRA"iii), the Employer’s obligation to provide such benefits shall terminate on the date Executive enrolls in a plan or plans provided substantially similar coverages. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, Executive shall be considered to have remained employed through the Employment Period and to have retired on the last day of such period.

Termination Without Cause or for Good Reason. (i) If Executive's ’s employment by with the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay Reason or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and without Cause, the denominator of which is 365Parent shall have the right (but not the obligation) to purchase all or any portion of Executive's Annual Bonus ’s Restricted Stock from Executive for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount number of shares of such Restricted Stock multiplied by the Fair Market Value of each such share of Restricted Stock with respect to the date of exercise of such right. The Parent’s said right may be exercised at any time or from time to time (A) with respect to Purchased Shares, during the 90-day period commencing on the date of such termination and (B) with respect to shares of Restricted Stock in respect of Restricted Stock Units, during the 90-day period commencing on the date which is six months following the date on which stock certificates representing such shares of Restricted Stock are delivered to Executive pursuant to Section 6. (ii) If Executive’s employment with the Company would is terminated by Executive for Good Reason or by the Company without Cause, Executive shall have paid the right (but not the obligation) to require the Parent to purchase (the “Put Right”) all of Executive’s Restricted Stock not purchased by the Parent pursuant to Section 8(a)(i) for an amount equal to the number of shares of such benefits Restricted Stock multiplied by the Fair Market Value of each such share with respect to the date of the exercise of such Put Right. Executive’s Put Right with respect to the Restricted Stock may be exercised at any time or from time to time (A) with respect to Purchased Shares, during the 90-day period commencing on behalf the date of such termination and (B) with respect to shares of Restricted Stock in respect of Restricted Stock Units, during the 90-day period commencing on the date which is six months following the date on which stock certificates representing such shares of Restricted Stock are delivered to Executive if the benefits were provided pursuant to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Section 6.

Termination Without Cause or for Good Reason. If The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company is terminated by without Cause. In the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reasonevent of such termination, the Company Executive shall pay or provide Executive be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with (i) Accrued Amounts; (ii) Section 6, Section 7 and Section 8 of this Agreement and the Executive’s execution of a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end release of claims in favor of the performance Company, its affiliates and their respective officers and directors in substantially the form attached hereto as Annex C (the “Release”), the Executive shall be entitled to receive the following: (a) A lump sum payment, which shall be paid within 30 days following the Termination Date, equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs. (b) With respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is the number of days during between first day of the performance calendar year of termination that Executive is employed by in which the Company Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.2(a) of Executive's Annual Bonus for hereof; (c) If the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; timely and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance properly elects continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status Consolidated Omnibus Reconciliation Act of such plans, for underwriting reasons or because of the tax impact on Executive1985 (“COBRA”), the Company shall pay reimburse the Executive an the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount equal paid by similarly situated active executives. Such reimbursement shall be paid to the amount Executive on the Company would have paid for such benefits on behalf tenth day of the month immediately following the month in which the Executive if timely remits the benefits were provided to him as an employeepremium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (d) The treatment of health benefits any outstanding equity awards shall be determined in accordance with the terms of the Equity Plan and the applicable award agreements; provided that notwithstanding the terms of the Equity Plan or any applicable award agreements all outstanding unvested stock or equity unit options, appreciation units, stock appreciation rights and any other equity-based compensation awards, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act Section 409A (“Section 409A”) Internal Revenue Code of 19851986, as amended ("COBRA")the “Code”) shall remain in effect. (e) Upon any termination of Executive’s employment by the Company other than for Cause or upon termination by the Executive for Good Reason, Executive shall be released from the restrictive covenants set forth in Section 7 of this Agreement.

Termination Without Cause or for Good Reason. If In the event that the Executive's employment is terminated involuntarily without Cause by the Company is terminated by or the Company other than for Cause (other than a termination for Disability) or by Executive for terminates his employment with Good Reason, the Company shall pay or to the Executive and provide him with total Severance Benefits equal to all of the following: (a) A lump-sum amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive with through and including the Effective Date of Termination. (ib) Accrued Amounts; (ii) a proA lump-rata portion (determined by multiplying sum amount equal to the Executive's annual bonus amount for the bonus plan year in which the Executive's Effective Date of Termination occurs that the Executive would have received earned had employment continued he remained employed through the end of such bonus plan year (and employed through such other period as may be required under the performance year annual bonus plan in order for the Executive to be vested in such annual bonus amount), multiplied by a fraction, the numerator of which is the number of days during in the performance bonus plan year through the Effective Date of termination that Executive is employed by the Company Termination and the denominator of which is three hundred and sixty-five (365). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for that bonus plan year (except as provided in Section 3.1(c) of below). (c) A lump-sum amount equal to two (2) multiplied by the sum of: (i) the Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that highest annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time rate of termination; (iii) continue his then current Base Salary as if his employment continued for a period of in effect during the twelve (12) months from preceding the date Executive's Effective Date of terminationTermination, subject to the mitigation provisions set forth below; and (ivii) subject to the Executive's continued copayment of premiums, continued participation for highest annual target bonus in effect during the twelve (12) months preceding the Executive's Effective Date of Termination. Such amount shall be paid regardless of actual performance under the annual bonus plan. (d) All long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plans and/or the applicable award agreements thereunder, unless determined otherwise by the Board in all health its discretion. (e) A continuation for a twenty-four (24) month period of the Executive's medical insurance and welfare plans which cover dental insurance coverage (including family coverage if applicable). These benefits shall be provided by the Company to the Executive (and eligible dependents) beginning immediately upon the Executive's Effective Date of Termination. Such benefits shall be provided to the Executive at the same coverage level (with all premium costs borne by the Company) as in effect as of the Executive's Effective Date of Termination for a period of twenty-four (24) months following the Executive's Effective Date of Termination. Notwithstanding the above, these medical and dental insurance benefits shall be discontinued prior to the end of the twenty-four (24) month continuation period in the event the Executive receives substantially similar benefits from a subsequent employer, as determined solely by the Company in good faith. However, if the benefits received from the subsequent employer do not cover the preexisting medical conditions of the Executive or a covered member of the Executive's family, the continuation period shall continue, but not beyond the twenty-fourth (24th) month following the Executive's Effective Date of Termination. For purposes of enforcing this offset provision, the Executive shall have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same. (except for f) For a period of up to twenty-four (24) months following the requirements of Executive's continued employment) in effect on Effective Date of Termination, the date Executive shall be entitled, at the expense of termination. If at any time after the Company, to receive standard outplacement services from a nationally recognized outplacement firm of the Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefitsselection. However, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's total obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended exceed seventy-five thousand dollars ("COBRA"$75,000).

Termination Without Cause or for Good Reason. If Subject to the terms and conditions of eligibility for Executive's employment by ’s receipt of severance benefits under this Agreement, including the Company is terminated by the Company other than for Cause timely execution and delivery (other than a termination for Disabilityand non-revocation) or by Executive for Good Reasonof the Separation Agreement and General Release as set forth in SECTION 6.10, the Company shall pay or provide Executive with to Executive, as severance benefits, which amounts are in addition to the Compensation upon Termination set forth in SECTION 3.3 herein: (i) Accrued Amounts; An amount equal to her current annualized Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date the Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) a pro-rata portion (determined by multiplying An amount equal to the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Target Bonus for the performance year referenced in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; SECTION 2.1(b) (iii) continue his then current based upon her Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject ) which shall be paid to Executive when the mitigation provisions set forth below; and (iv) subject Annual Cash Bonus for such year is paid to Executive's continued copayment other executives of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation . (iii) Subject to continue to make such payments to Executive shall be reduced by (1) the gross amount Executive’s timely election of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within ninety (90) days preceding or within six (6) months after the Change in Control (a) the Executive is terminated without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of (x) the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full , (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, (III) provide the COBRA subsidy as described in Section 3.4(a)(iii) above for eighteen (18) months (rather than twelve (12) months), and (IV) pay Executive an amount equal to the Executive’s Target Bonus (under SECTION 2.1 (b), based upon her Base Salary as of the date of termination), which amount shall be paid to Executive when the Company pays the Annual Cash Bonus for the calendar year that commences immediately after Executive’s termination (and for clarity, shall be in addition to the Target Bonus paid to Executive under SECTION 3.4(ii) – such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If Executive's employment by the Company is hereunder shall be terminated by the Company other than for Cause (other than a termination for Disability) without Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 5(b) and subject to Executive's execution and non-revocation of the release contemplated in Section 5(f) of this Agreement and Executive's continuing compliance with the Confidentiality and Work Product Assignment Agreement (as defined below): (i) the Company shall pay or provide Executive continuation of six (6) months of Executive's annual Base Salary, as in effective immediately prior to Executive's termination of employment hereunder, payable during the 6-month period following Executive's termination of employment in the form of salary continuation in accordance with (i) Accrued Amounts; the Company's normal payroll practices; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal annual cash bonus for the year of termination, payable at the same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the amount the Company would have paid for such benefits on behalf date of Executive termination; and (iii) if the benefits were provided Executive timely elects to him as an employee. The continuation of receive continued coverage under the Company's group health benefits under this subsection shall reduce and count against Executive's rights under care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay the employer portion of applicable COBRA premium payments for the Executive's and, as applicable, Executive's dependents', continued health coverage under such plan (as in effect or amended from time to time) (the "COBRA Subsidy") until the earlier of: (1) twelve (12) months following the Executive's termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the "COBRA Subsidy Period"). The Executive shall promptly inform the Company in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the full unsubsidized costs of such COBRA coverage thereafter.

Termination Without Cause or for Good Reason. If If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other as defined below), or (ii) the Executive resigns employment for Good Reason (as defined below) (each, a “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company will pay to the Executive any earned but unpaid annual performance award for the prior fiscal year at the time such annual performance awards are payable to employees of the Company generally, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs. (b) The Company will continue to pay to the Executive, in equal installments in accordance with the Company’s normal payroll practices, an amount equal to the Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean 31605/1 53949238 the Executive’s annual base salary rate in effect immediately prior to the Qualifying Termination or, in the event of a termination resignation for Disability) or by Executive Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of the Release required by Section 4 hereof, with the first payment to include the amount of all Salary Continuation Payments that would have been paid from the date of the Qualifying Termination had they commenced as of such date; provided, however, in the event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall be made on the later of the first regular payroll date of such second calendar year or the first payroll date following the effectiveness of the Release, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs. (c) If, at the time of the Qualifying Termination, the Executive participates in the Company’s medical and/or dental plans and the Executive timely elects to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company shall reimburse the Executive for the healthcare continuation payments under COBRA actually made by the Executive for the coverage period beginning on the day following the Termination Date and ending on the earliest of: (i) the last day of the Severance Period (which for avoidance of doubt shall be no greater than twelve (12) months); (ii) the date the Executive becomes eligible to obtain alternate healthcare coverage from a new employer; and (iii) the date the Executive becomes ineligible for COBRA (the “COBRA Assistance”). The Executive agrees to immediately inform the Company if Executive becomes eligible to obtain alternate healthcare coverage from a new employer. The Executive also agrees to remit to the Company on a monthly basis and within thirty (30) days of the date of payment, paid invoices for each such monthly COBRA premium for which the Executive seeks reimbursement pursuant to this Section 2(c) and such reimbursement (to the extent required pursuant to this Section 2(c)) shall be made to the Executive within thirty (30) days following the Executive’s delivery to the Company of each such invoice. Notwithstanding anything to the contrary set forth in this Section 2(c), if and to the extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the law, the Company shall use its commercially reasonable best efforts to provide substantially similar assistance in an alternative manner provided that the cost of doing so does not (x) exceed the cost that the Company would have incurred had the COBRA Assistance been provided in the manner described above or (y) cause a violation of Section 409A. (d) The Company will pay or provide to the Executive with a lump sum cash payment, payable within thirty (30) days following the effectiveness of the Release (as defined in Section 4 below), in an amount equal to (i) Accrued Amounts; the target amount of the Executive’s annual bonus for the year in which the Qualifying Termination occurs (the “Termination Year”) or, (ii) if the Qualifying Termination occurs following a pro-rata portion Change in Control, the greater of (determined by multiplying A) the amount of the annual bonus the Executive would have received for the Termination Year, had the Executive’s employment continued through not terminated (assuming maximum achievement of any individual and corporate performance goals), or (B) the end target amount of the performance Executive’s annual bonus for the calendar year prior to the year in which the Change in Control occurred, in each case, (1) multiplied by a fraction, the numerator of which is the number of business and non-business days during in the performance year of termination Termination Year that the Executive is was employed by the Company and the denominator of which is 365, and (2) less any advance received by the Executive with respect to the Executive’s annual bonus for the Termination Year. For purposes of clause (i) of Executive's Annual Bonus the immediately preceding sentence, if no target bonus amount has been determined for the performance Termination Year as of the date of the Qualifying Termination, the target amount of the Executive’s annual bonus for the calendar year immediately preceding such Termination Year shall be substituted for the target amount of the Executive’s annual bonus for the year in which Executive's termination the Qualifying Termination occurs. (e) If such Qualifying Termination occurs at (i) following the time that annual bonuses are paid to other senior executives; provided that the Board determines that entrance by the Company was into definitive documentation governing a Change in Control (including, without limitation, a purchase and sale agreement or merger agreement) but prior to (x) consummation of such Change in Control or (y) termination or abandonment of such Change in Control or (ii) on or within one (1) year following the occurrence of a Change in Control all outstanding Options and Restricted Stock Units held by the Executive under (and as each defined in) the Plan, or any successor equity incentive plan for Executive to earn such bonus at maintained by the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationCompany, subject shall be fully and immediately vested, to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiumsextent not previously vested, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make provided, however, no such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive vesting shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish occur to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. extent it would result in an “additional tax” under Section 409A. (f) To the extent such coverage cannot be provided under the Company's health theretofore paid or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executiveprovided, the Company shall timely pay Executive an amount equal or provide to the amount Executive any other vested amounts or benefits, if any, required to be paid or provided under any employee benefit plan, program or policy of the Company through the date of the Qualifying Termination or as a result of the termination of the Executive’s employment, such vested benefits to be paid or provided in accordance with the terms of the applicable plan, program or policy in effect from time to time. Notwithstanding anything contained in this Agreement to the contrary, (i) in the event of a Change in Control referenced in clause (iii) of the definition of Change in Control in the Plan (i.e., an asset purchase transaction), the Executive's employment with the Company shall not be deemed to have been terminated if (x) the Executive becomes employed by the purchaser (or any affiliate thereof) immediately on or following the closing of such transaction on terms substantially similar to the terms of employment immediately prior to the Change in Control and (y) the Company’s obligations hereunder are assumed by such purchaser (or such affiliate), or such purchaser (or such affiliate) substitutes an alternative arrangement providing the Executive severance benefits substantially similar to those provided hereunder, and (ii) if, on the date the Executive’s employment terminates, facts and circumstances exist that would have paid justified a termination for Cause, and such benefits on behalf facts and circumstances are discovered after such termination, from and after the date of such discovery the Executive if the benefits were provided shall automatically cease to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985be eligible for any amount pursuant to Sections 1(b), as amended ("COBRA"1(c), 1(d), or 1(e) hereof.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with (i) the Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end Amounts and subject to compliance with Section 12: i. continue payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months from following the termination date (the “Severance Period”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date of it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; ii. if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect for himself (ivand his covered dependents) subject to Executive's continued copayment on the termination date until the earliest of premiums, continued participation for (i) twelve (12) months in all health and welfare plans which cover Executive following the termination date; (and eligible dependentsii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section, the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the amount COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; and iii. Executive shall be entitled to exercise any vested equity award(s) granted to the Executive for a period equal to the shorter of: (i) six (6) months after termination , or (ii) the remaining term of the award(s). If the Executive’s employment by the Company would have paid is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for such Good Reason, then the Executive will be eligible to receive additional severance benefits on behalf including, but not limited to, a pro-rata portion of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985’s Annual Bonus, as amended ("COBRA")determined by the Board of Directors, for the performance year in which the Executive’s termination occur.

Termination Without Cause or for Good Reason. If If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityas defined below), or (ii) or by the Executive resigns employment for Good ReasonReason (as defined below) (each, a “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company shall will pay or provide to the Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying any earned but unpaid annual performance award for the amount Executive would have received had employment continued through prior fiscal year at the end time such annual performance awards are payable to employees of the performance Company generally, but in no event later than March 15 of the calendar year by a fraction, immediately following the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance calendar year in which Executive's termination occurs at the time that annual bonuses are paid Qualifying Termination occurs. (b) The Company will continue to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject pay to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) equal installments in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and accordance with the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity’s normal payroll practices, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean the Executive’s annual base salary rate in effect immediately prior to the Qualifying Termination 53622644 or, in the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of the Release required by Section 4 hereof, with the first payment to include the amount the Company of all Salary Continuation Payments that would have been paid for from the date of the Qualifying Termination had they commenced as of such benefits date; provided, however, in the event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall be made on behalf the later of Executive if the benefits were provided to him as an employee. The continuation first regular payroll date of health benefits under this subsection shall reduce and count against Executive's rights under such second calendar year or the Consolidated Omnibus Budget Reconciliation Act first payroll date following the effectiveness of 1985the Release, as amended ("COBRA")but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If Executive's employment In case of termination without Cause by the Company is terminated Corporation or for Good Reason by the Company other than for Cause Executive, Executive shall be entitled to: (other than a) the Accrued Amounts; (b) subject to the Executive’s compliance with Sections 6 through 11 of this Agreement and execution of a termination for Disability) or Release which becomes effective by Executive for Good Reasonthe end of the Release Execution Period, the Company Executive shall pay be entitled to receive a lump sum payment equal to six times the sum of the Executive’s monthly Base Salary, which shall be paid within 30 days following the Release Execution Period; (c) upon determination by the Corporation’s Board of Directors or provide Executive with (i) Accrued Amounts; (ii) Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant such bonus, a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionAnnual Bonus, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's if such pro-rata Annual Bonus is granted, determine the amount, form and payment schedule. For the avoidance of doubt, Executive shall not be entitled to any Annual Bonus solely for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date reason of termination, subject to unless the mitigation provisions set forth below; and (iv) subject Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive's continued copayment of premiums, continued participation for twelve ; (12d) months in all If the Executive timely and properly elects health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), the Corporation shall reimburse the Executive for the monthly COBRA premium paid by the Executive for herself and her dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the six-month anniversary of the termination; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Corporation’s making payments under this Section 5.4(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.4(d) in a manner as is necessary to comply with the ACA; (e) All outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested; and (f) All outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as amended ("COBRA")the case may be.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is hereunder shall be terminated by the Company other than for Cause (other than a termination for Disability) without Cause, or by Executive for Good Reason, then in addition to the payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the Confidentiality and Work Product Assignment Agreement (as defined below): (i) the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period continuation of twelve (12) months from the date of terminationExecutive’s annual Base Salary, subject to the mitigation provisions set forth below; and (iv) subject as in effective immediately prior to Executive's continued copayment ’s termination of premiumsemployment hereunder, continued participation for twelve (payable during the 12) months -month period following Executive’s termination of employment in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements form of Executive's continued employment) salary continuation in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and accordance with the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, ’s normal payroll practices; (ii) the Company shall pay Executive an amount equal annual cash bonus for the year of termination, payable at the same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the applicable performance period), subject, however, to proration based on the number of days in the applicable performance period that had elapsed prior to the amount the Company would have paid for such benefits on behalf date of Executive termination; and (iii) if the benefits were provided Executive timely elects to him as an employee. The continuation of receive continued coverage under the Company's group health benefits under this subsection shall reduce and count against Executive's rights under care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), the Company shall pay the employer portion of applicable COBRA premium payments for the Executive’s and, as applicable, Executive’s dependents’, continued health coverage under such plan (as in effect or amended from time to time) (the “COBRA Subsidy”) until the earlier of: (1) twelve (12) months following the Executive’s termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). The Executive shall promptly inform the Company in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the full unsubsidized costs of such COBRA coverage thereafter.

Termination Without Cause or for Good Reason. (i) If Executive's ’s employment by with the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay Reason or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and without Cause, in each case prior to the denominator third anniversary of which is 365the Effective Date, the Parent shall have the right (but not the obligation) to purchase all or any portion of Executive's Annual Bonus ’s Restricted Stock from Executive for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount number of shares of such Restricted Stock multiplied by the Fair Market Value of each such share of Restricted Stock with respect to the date of exercise of such right. The Parent’s said right may be exercised at any time or from time to time (A) with respect to Purchased Shares, during the 90-day period commencing on the date of such termination and (B) with respect to shares of Restricted Stock in respect of Restricted Stock Units, during the 90-day period commencing on the date which is six months following the date on which stock certificates representing such shares of Restricted Stock are delivered to Executive pursuant to Section 6. (ii) If Executive’s employment with the Company would is terminated by Executive for Good Reason or by the Company without Cause, in each case prior to the third anniversary of the Effective Date, Executive shall have paid the right (but not the obligation) to require the Parent to purchase (the “Put Right”) all of Executive’s Restricted Stock not purchased by the Parent pursuant to Section 8(a)(i) for an amount equal to the number of shares of such benefits Restricted Stock multiplied by the Fair Market Value of each such share with respect to the date of the exercise of such Put Right. Executive’s Put Right with respect to the Restricted Stock may be exercised at any time or from time to time (A) with respect to Purchased Shares, during the 90-day period commencing on behalf the date of such termination and (B) with respect to shares of Restricted Stock in respect of Restricted Stock Units, during the 90-day period commencing on the date which is six months following the date on which stock certificates representing such shares of Restricted Stock are delivered to Executive if the benefits were provided pursuant to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Section 6.

Termination Without Cause or for Good Reason. If Executive's employment BENEFITS. In the event there is a termination by the Company is terminated by the Company other than for Cause (other than a termination for Disability) without Cause, or by if Executive terminates for Good ReasonReason (a "Termination Event"), this Agreement shall terminate and Executive shall be entitled to the following severance benefits: (1) For the remainder of the Basic Term after the Termination Date, Base Salary (as defined in Paragraph 3(a)), payable in a lump sum, appropriately discounted to take into consideration the lump sum early payment; (2) If there is a Termination Event, any stock options ("Stock Awards") which Executive has received under this Agreement or otherwise shall vest immediately and all such Stock Awards shall be exercisable for thirty (30) days from the date of such Termination Event or the remainder of their term, whichever is less; (3) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of any other amounts or benefits required to be paid or provided or which is the number of days during the performance year of termination that Executive is employed by eligible to receive under any plan, program, policy or practice, or contract or agreement of the Company and its affiliated companies for the denominator period of which is 365) time equal to the lesser of six months following Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from Termination or the date of terminationExecutive begins new employment. The Company, subject at its sole expense, shall continue to the mitigation provisions set forth below; and provide (ivthrough its own plan and/or individual policies) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible Executive's dependents) upon with health benefits no less favorable than the same terms and conditions (except for group health plan benefits provided generally during such period to the requirements senior executive officers of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder or any affiliated company (to make the extent any such payments coverage or benefits are taxable to Executive by reason of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify being provided under a self-insured health plan of the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivean affiliate, the Company shall pay make Executive "whole" for the same on an amount equal after-tax basis), provided, however, such coverage shall be secondary to any group health plan coverage Executive (or his dependents) receive from another employer, (such other amounts and benefits shall be hereinafter referred to as the amount "Other Benefits"); (4) All accrued compensation and unreimbursed expenses through the Company would have Termination Date. Such amounts shall be paid for to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (5) Executive shall be free to accept other employment during such benefits on behalf period, and there shall be no offset of any employment compensation earned by Executive if the benefits were provided to him as an employee. The continuation of health benefits in such other employment during such period against payments due Executive under this subsection Paragraph (4), and there shall reduce and count be no offset in any compensation received from such other employment against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Base Salary set forth above.

Termination Without Cause or for Good Reason. If The Board may terminate Executive's ’s employment by hereunder at any time during the Company is terminated by the Company Term for any reason other than for Cause “cause” (other than a termination as defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for Disability“good reason” (as defined below) or by Executive for Good Reasongiving the Company at least ten (10) days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay or provide to Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company all salary and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid accrued up to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from and including the date of termination, subject all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the mitigation provisions set forth below; and material breach of this Agreement by the Company, (ivii) subject the assignment of Executive without their consent to a position, responsibilities or duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Annual Salary without Executive's continued copayment ’s consent. In addition, in the event of premiumssuch termination without cause or for good reason, continued participation for twelve the Company shall have the following duties: 1. The Company shall, with the exclusion of the first six (126) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued ’s employment, pay to Executive a severance payment in an amount equal to two (2) in effect months of the salary then payable to Executive pursuant to Section III.A hereof on the date of termination, but not more than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). If The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the Company’s customary pay schedule, at the annual rate of Executive’s Salary on the date of termination; 2. The Company shall pay to Executive all deferred compensation, if any, owed to Executive, under any time after Executive's termination while other agreement in a single lump sum payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans; 3. All outstanding stock options allocated to Executive which have not been vested at the end of the Term had Executive remained employed by the Company is obligated hereunder to make such payments the end of Base Salary or continue such benefitsthe Term, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityshall be withdrawn, then Executive shall immediately notify notwithstanding the Company of such event and terms applicable to stock options granted under the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company’s applicable equity compensation plan; and 4. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot no longer be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal subject to the amount covenants and agreements not to compete under Section VI of this Agreement following the Company would have paid for such benefits on behalf date of Executive if the benefits were provided to him as an employee. The continuation of health benefits termination under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Section V.▇.

Termination Without Cause or for Good Reason. If Upon the termination of the Executive's ’s employment by the Company is terminated without Cause or by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, and provided that (i) the Executive timely executes and does not revoke the Release required under Section 6 and (ii) the Executive has complied with and continues to comply with the restrictive covenants set forth in Section 8, the Executive shall become eligible to receive the following payments and benefits, subject to subsection (viii): (i) The Company shall pay or provide the Executive with a severance payment in an amount equal to the sum of (i) Accrued Amounts; two times the Executive’s Base Salary (at the rate then in effect) and (ii) the Target Bonus for the Fiscal Year in which the termination occurs, which shall be paid within sixty days following the Executive’s termination date. (ii) The Company shall pay the Executive a prolump sum payment equal to the cost that would be payable by the Company, as measured as of the Executive’s termination date, to obtain continued health care coverage for the Executive and the Executive’s spouse and eligible dependents, as applicable, under the Company’s employee group health plan for the eighteen-rata portion month period following termination, at the level in effect for each of them on such termination date. Payment will be made within sixty days following the Executive’s termination date. (iii) The Company shall pay the Executive a prorated Annual Bonus for the Fiscal Year in which the Executive’s termination of employment occurs. The prorated Annual Bonus shall be determined by multiplying the amount Executive would have received had employment continued through Target Bonus for the end Fiscal Year of the performance year termination by a fraction, the numerator of which is the number of days during which the performance year of termination that Executive is was employed by the Company in the Fiscal Year in which the termination date occurs and the denominator of which is 365) of Executive's . The prorated Annual Bonus for shall be paid within sixty days following the performance year in which Executive's ’s termination date. (iv) If such termination occurs at outside of a Change of Control, specifically prior to or more than 24 months following a Change of Control, then the time that annual bonuses are paid to other senior executives; provided that the Board determines that Equity Awards shall be treated as follows: a. Any outstanding share option, which vests solely upon continuous service with the Company was (each, a “Time-Based Option”), shall, on plan for the date of the Executive’s termination of employment, become vested and exercisable with respect to the number of Shares (if any) that would have vested and become exercisable had the Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his continued in employment continued or service for a period of twelve months following the termination date (12the “Special Vesting Option Shares”). All Time-Based Options may be exercised for any Special Vesting Option Shares and any previously-vested Shares for a period of six months following the Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option (including with respect to the Special Vesting Option Shares and any previously-vested Shares) months from shall terminate on the date of termination, subject to that is six months following the mitigation provisions set forth below; and Executive’s termination date or (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependentsif earlier) upon the same terms and conditions (except for expiration of the requirements term of Executive's continued employment) in effect the Time-Based Option. b. Any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall, on the date of terminationthe Executive’s termination of employment, become vested and payable with respect to the number of units (if any) that would have vested had the Executive continued in employment or service for a period of twelve months following the termination date. If at The Shares underlying any time after restricted share unit award that vests under this subsection (iv)b. shall be issued on the date of the Executive's ’s termination while the Company is obligated hereunder to make such payments of Base Salary employment or continue such benefits, Executive receives compensation for providing services as an employee service or as an independent contractor from any person soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Executive’s termination date occurs. c. Any outstanding performance share award, which vests in whole or entityin part based on attainment of performance objectives (each, a “Performance-Based Award”), and for which the service period (the “Service Period”), as set forth in the applicable award agreement evidencing the Performance-Based Award (the “Performance Award Agreement”), has not been satisfied prior to the Executive’s termination of employment, shall, as of the end of the Service Period, become vested with respect to a number of Shares (if any) that would have vested had the Executive continued in employment or service for a period of twelve months following the termination date, based on the level of attainment of the performance objectives as determined in accordance with the Performance Award Agreement. Any Shares that vest under this subsection (iv)c. shall be issued as soon as practicable following completion of the Service Period but in no event later than the fifteenth day of the third calendar month following the end of the Service Period. (v) If such termination occurs within 24 months following a Change of Control, then Executive shall immediately notify the Company of such event and Equity Awards to the Company's obligation to continue to make such payments to Executive extent outstanding shall be reduced by the gross amount of any such payments treated as follows: a. Any Time-Based Option shall become fully vested and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any exercisable upon such termination. To All Time-Based Options (including with respect to any previously-vested Shares) may be exercised for a period of six months following the extent such coverage cannot be provided under Executive’s termination date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option shall terminate on the date that is six months following the Executive’s termination date or (if earlier) upon the expiration of the term of the Time-Based Option. b. Any outstanding restricted share unit award, which vests solely upon continuous service with the Company's health or welfare plans without jeopardizing the tax status of , shall become fully vested and payable upon such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employeetermination. The continuation of health benefits Shares underlying any restricted share units that vest under this subsection (v)b. shall reduce and count against Executive's rights be issued upon such termination. c. Any outstanding Performance-Based Award shall, upon such termination, become vested with respect to the number of Shares (if any as determined under the Consolidated Omnibus Budget Reconciliation Act Performance Award Agreement) then subject to the award. Any Shares that vest under this subsection (v)c. shall be issued within sixty days following such termination. (vi) Notwithstanding anything in this Agreement to the contrary, to the extent that the Equity Awards constitute nonqualified deferred compensation subject to Section 409A of 1985the Internal Revenue Code of 1986, as amended ("COBRA"the “Code”) and the Treasury Regulations thereunder, if (i) a Change of Control does not constitute a “change in control event” under Section 409A of the Code, or (ii) otherwise required by Section 409A of the Code, any shares that vest pursuant to subsection 5(c)(iv) or 5(c)(v) above shall be issued only in accordance with and as permitted under Section 409A of the Code. (vii) Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release required under Section 6, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (viii) In the event that the Executive violates the restrictive covenants set forth in Section 8, the Executive shall not be entitled, after the date of such violations or activity (as the case may be), to receive any payouts, benefits or continued vesting under this Section 5(c), and any unvested Equity Awards shall be immediately forfeited, and the Company may take such other enforcement actions as set forth herein or permitted by applicable law. (ix) The Equity Awards shall continue to be governed by and subject to the terms of the applicable award agreements (including any clawback provisions thereunder), as amended to reflect this subsection (c).

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for Cause (other than within the Change in Control Period). If, in each case, during the Term and not within a termination Change in Control Period (as defined below), (A) Employee terminates Employee’s employment pursuant to Section 6.c.i. and Employer could not have terminated Employee’s employment for DisabilityCause pursuant to Section 6.b.ii., or (B) or by Executive for Good ReasonEmployer terminates Employee’s employment pursuant to Section 6.b.iii., then Employee shall be entitled to: i. cash severance, payable in a single lump sum within 60 days following the Company shall pay or provide Executive with Termination Date, in an aggregate amount equal to 1.5 times the sum of the: (ix) Accrued Amounts; Base Salary Amount and (y) the Target Annual Bonus; ii) . a pro-rata prorated portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by Target Annual Bonus, with proration based on a fraction, the numerator of which is the number of days during from January 1 of the performance year of termination that Executive is employed by in which the Company Termination Date occurs and the denominator of which is 365the total number of days in such year, payable in a single lump sum within 60 days following the Termination Date (the “Prorated Bonus”); iii. if Employee timely elects continued coverage under COBRA, Employer shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (A) the expiration of Executive's Annual Bonus Employee’s continuation coverage under COBRA and (B) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the performance year foregoing, if Employer determines in which Executive's termination occurs at its sole discretion that it cannot provide the time that annual bonuses are paid foregoing subsidy of COBRA coverage without potentially violating or causing Employer or Carlyle to other senior executives; provided that incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Board determines that Public Health Service Act), the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for instead will pay Employee a period of twelve (12) months from the date of termination, subject taxable monthly payment in an amount equal to the mitigation provisions set forth below; and (iv) subject monthly COBRA premium that Employee would be required to Executive's continued copayment of premiums, continued participation for twelve (12) months in all pay to continue the group health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) coverage in effect on the date of terminationTermination Date for Employee and Employee’s eligible dependents pursuant to Employer’s health insurance plans in which Employee or Employee’s eligible dependents participated as of the Termination Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Employee elects COBRA continuation coverage; this Section 7.a.iii. If at is referred to, collectively, as the “Healthcare Benefit”; iv. payment of the Make-Whole Award if such payment has not previously been made in accordance with Section 4.d.; v. continued right, subject to any time after Executive's termination while the Company is obligated hereunder reasonable limitations imposed by Employer, to make such payments recommendations regarding the donation of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify funds in the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount New DAF (if applicable); and vi. treatment of any such payments and outstanding Company equity awards held by Employee, including the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entityInitial Equity Awards, prompt notice of which Executive shall furnish to in accordance with the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because terms of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")applicable award agreements.

Termination Without Cause or for Good Reason. (a) If at any time during the Term (1) Executive's employment by the Company is terminated by the Company for any reason other than for Cause or the death or disability of Executive or (other than a termination for Disability2) or Executive's employment is terminated by Executive for Good Reason, the Company shall pay or provide Executive with Reason (as hereinafter defined): (i) Accrued Amounts; Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (iiincluding salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination plus a pro-rata portion lump sum cash payment equal to the greater of (determined by multiplying the amount Executive would have received had employment continued x) (A) Executive's then current Base Salary through the end of the performance year Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary ("Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days during in the performance calendar year that expired prior to termination of termination that Executive is employed by the Company employment and the denominator of which is 365(y) of two times (A) Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current annual Base Salary as if his employment continued for a period of twelve plus (12B) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company would have paid within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and (iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on behalf or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive if before, on or after the benefits were provided date hereof, such NQSO shall remain exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to him as an employeethis Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The continuation exercise period of health benefits each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and other rights with respect to future stock grants shall be governed by the plans or terms under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")which they may be granted.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 11: i. continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of six (6) months following the termination date (the “Severance Period”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; ii. if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) Accrued Amountssix (6) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; and iii. all unvested stock options and other equity awards shall immediately vest and Executive shall be entitled to exercise any vested equity awards for a period equal to the shorter of: (i) six (6) months after termination, or (ii) the remaining term of the award(s). If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Executive will be eligible to receive additional severance benefits including, but not limited to, a pro-rata portion (of the Executive’s Annual Bonus, as determined by multiplying the amount Executive would have received had employment continued through the end Board of the performance year by a fractionDirectors, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which the Executive's ’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")occur.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for shall terminate without Cause (other than a termination for Disabilitypursuant to Subsection 6(a)(v) above, or by Executive for Good ReasonReason pursuant to Section 6(a)(iv) above, the Company shall pay or provide Executive with shall: (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject pay to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, following the Company shall pay Executive Date of Termination, an amount equal to the amount Annual Base Salary that the Executive would have been entitled to receive had he continued his employment hereunder for a period of 2 years (the “Severance Period”), such payment to be made as follows: (A) if, within 18 months prior to the Date of Termination, no Corporate Transaction has occurred, then the Annual Base Salary amounts for the Severance Period shall be paid over the duration of the Severance Period in accordance with the Company’s regular payroll practice for salaried employees; or (B) if, within 18 months prior to the Date of Termination, a Corporate Transaction has occurred, then the Annual Base Salary amounts for the Severance Period shall be paid, at the Executive’s election, either in a lump sum within 30 days following the Date of Termination, or in the manner specified by Subsection 7(a)(i)(A) above; (ii) pay to the Executive a prorated Discretionary Bonus for that portion of the calendar year in which the Date of Termination occurred during which the Executive was employed by the Company would have (i.e., the period commencing January 1 of such year and ending on the Date of Termination), calculated at the higher of the target bonus or the bonus payable upon actual results in accordance with the Bonus Plan, such payment to be made at the time bonuses are generally payable under the terms of the Bonus Plan; and (iii) pay to the Executive, following the Date of Termination, a Discretionary Bonus for the Severance Period, consisting for each year of the Severance Period of an amount equal to the Executive’s target bonus for the calendar year immediately preceding the Date of Termination, such payments to be made as follows: (A) if, within 18 months prior to the Date of Termination, no Corporate Transaction has occurred, then the Discretionary Bonus shall be paid pro rata on a monthly basis over the duration of the Severance Period; or, (B) if, within 18 months prior to the Date of Termination, a Corporate Transaction has occurred, then the Discretionary Bonus for such benefits on behalf all portions of the Severance Period shall be paid, at the Executive’s election, either within 30 days following the Date of Termination, or in the manner specified by Subsection 7(a)(iii)(A) above; and (iv) continue, for the remainder of the Severance Period, the Executive’s coverage under all Company welfare benefit plans and programs in which the Executive if was entitled to participate immediately prior to the benefits were provided Date of Termination, at the same premium cost, and at the same coverage level, as in effect immediately preceding the Date of Termination. However, in the event the premium cost shall change for all employees of the Company, or for management employees with respect to him as an employeesupplemental benefits, the cost shall change for the Executive in a corresponding manner. The continuation payments required by Subsections 7(a)(i), 7(a)(ii), and, 7(a)(iii) above shall be in lieu of health benefits under this subsection shall reduce and count against Executive's rights any payments to which the Executive would otherwise be entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Company’s general severance policy pertaining to reductions in force.

Termination Without Cause or for Good Reason. If Executive's In the event the Employee’s employment is terminated (or this Agreement is not renewed for any additional Renewal Term other than due to Employees resignation from his employment with the Company pursuant to Section 4(a) hereof) by the Company is terminated without Cause or by the Company other than for Cause (other than a termination for Disability) or by Executive Employee for Good Reason, the Employee shall be entitled to accrued and unpaid compensation and vacation pay up to the Termination Date. In addition, provided the Employee signs, delivers to Company, and does not revoke, within thirty (30) days following the Termination Date, a general release and waiver in a form acceptable to the Company (the general form of which is attached hereto as Exhibit A) (the “Severance Conditions”), the Employee shall pay or provide Executive with receive the following severance package: (i) Accrued Amounts; severance equivalent to one-hundred percent (ii100%) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his Employee’s then current Base Salary as if his employment continued for annual Salary, less applicable withholding and deductions, paid in equal installments over a period of twelve (12) months from month period on the date of terminationCompany’s regular paydays, subject with the first such installment payment made on the first payday following the 30th day after the Employee’s Termination Date; and (ii) to the mitigation provisions set forth below; extent the Employee participates in any medical, prescription drug, dental, vision and (iv) subject to Executive's continued copayment any other “group health plan” of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish prior to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on ExecutiveEmployee’s Termination Date, the Company shall pay Executive to the Employee in a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the amount monthly premium cost to the Employee of continued coverage for the Employee that would be incurred for continuation coverage under such plans, less applicable tax withholding, payable on the first payday following the 30th day after the Employee’s Termination Date. The Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums. (iii) (A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee’s employment is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Employee’s employment is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any (the “Unpaid Bonus”), and (B) the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and (iv) the acceleration of vesting equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with respect to such shares that would have paid for such benefits vested prior to the first anniversary of the Termination Date. (v) the acceleration of vesting of all performance restricted stock awards issued to the Employee by PROS Holdings scheduled to vest prior to the first anniversary of the Termination Date. For the purposes of determining the number of earned units (if any) following the vesting of performance restricted stock units, the Performance Period (as defined in the performance restricted stock unit award) will be deemed to have ended on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Termination Date.

Termination Without Cause or for Good Reason. If The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company is terminated without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reasonthe “Release”), the Company Executive shall pay or provide Executive with be entitled to receive the following: (ia) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying A lump sum payment, which shall be paid within 30 days following the amount Executive would have received had employment continued through Termination Date, equal to [SEVERANCE MULTIPLE] times the end sum of the performance Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs. (b) With respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is the number of days during between first day of the performance calendar year of termination that Executive is employed by in which the Company Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.2(a) of Executive's Annual Bonus for hereof; (c) If the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; timely and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance properly elects continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status Consolidated Omnibus Reconciliation Act of such plans, for underwriting reasons or because of the tax impact on Executive1985 (“COBRA”), the Company shall pay reimburse the Executive an the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount equal paid by similarly situated active executives. Such reimbursement shall be paid to the amount Executive on the Company would have paid for such benefits on behalf tenth day of the month immediately following the month in which the Executive if timely remits the benefits were provided to him as an employeepremium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (d) The treatment of health benefits under this subsection any outstanding equity awards shall reduce be determined in accordance with the terms of the Equity Plan and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act applicable award agreements; provided that notwithstanding the terms of 1985, as amended ("COBRA").the Equity Plan or any applicable award agreements:

Termination Without Cause or for Good Reason. If Subject to the terms and conditions of eligibility for Executive's employment by ’s receipt of severance benefits under this Agreement, including the Company is terminated by the Company other than for Cause timely execution and delivery (other than a termination for Disabilityand non-revocation) or by Executive for Good Reasonof the Separation Agreement and General Release as set forth in SECTION 6.10, the Company shall pay or provide Executive with to Executive, as severance benefits, which amounts are in addition to the Compensation upon Termination set forth in Section 3.3 herein: (i) Accrued Amounts; An amount equal to her current annualized Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date the Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) a pro-rata portion An amount equal to the Executive’s Target Bonus referenced in SECTION 2.1(b) (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current based upon her Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject ) which shall be paid to Executive when the mitigation provisions set forth below; and (iv) subject Annual Cash Bonus for such year is paid to Executive's continued copayment other executives of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation . (iii) Subject to continue to make such payments to Executive shall be reduced by (1) the gross amount Executive’s timely election of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of: (x) the Executive’s then- outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment within twelve (12) months following the date of termination: and, (y) the Section 2.1(d) Grant. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within ninety (90) days preceding or within six (6) months after the Change in Control (a) the Executive is terminated without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of (x) the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full and (y) the target level of the Executive’s then-outstanding performance stock units or other Company equity compensation awards that vest based on achievement of specified performance criteria, such that such awards become fully vested at the target level of award, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the Executive’s Target Bonus (under SECTION 2.1 (b), based upon her Base Salary as of the date of termination), which amount shall be paid to Executive when the Company pays the Annual Cash Bonus for the calendar year that commences immediately after Executive’s termination (and for clarity, shall be in addition to the Target Bonus paid to Executive under Section 3.4(ii) - such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good ReasonReason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable within ten (10) days following the effective date of Executive’s Release (as defined below); plus (C) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums); and (D) subject to Executive’s continued compliance with Section 5, the Company shall pay or for and provide Executive and such eligible dependents with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying lump sum payment sufficient to pay the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus premiums for life insurance benefits coverage for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within ten (10) days following the effective date of Executive’s Release; and (E) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months from following the date of termination, subject Executive shall be entitled to executive-level outplacement services at the mitigation provisions set forth below; and Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. (ivF) subject To the extent Executive is entitled to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entitybenefits under Section 4(d)(ii), then Executive shall immediately notify receive the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because described in Section 4(d)(ii) in lieu of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such payments and benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under described in this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"Section 4(d)(i).

Termination Without Cause or for Good Reason. (a) If at any time during the Term, (i) Executive's ’s employment by the Company is terminated (within the meaning of Section 4.8 hereof) by the Company for any reason other than for Cause or the death or disability of Executive or (other than a termination for Disabilityii) or Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined): (1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay or provide Executive with a lump-sum cash payment equal to three times (ix) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his ’s then current Base Salary as if his employment continued for a period of twelve plus (12y) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount average of the Company percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have paid been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published. (2) Executive shall be entitled to continue, for two years, to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense. (3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on behalf or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive if before, on or after the benefits were provided to him as an employeedate hereof, such NQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The continuation exercise period of health benefits under this subsection each ISO granted to Executive before, on or after the date hereof shall reduce and count against Executive's rights under be governed by the Consolidated Omnibus Budget Reconciliation Act terms of 1985, as amended ("COBRA")the relevant ISO agreement.

Termination Without Cause or for Good Reason. If Executive's IfExecutive’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's ’s Annual Bonus for the performance year in which Executive's ’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's ’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's ’s continued employment) in effect on the date of termination. If at any time after Executive's ’s termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's ’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's ’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's ’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”).

Termination Without Cause or for Good Reason. If Executive's If, prior to the expiration of the Term, the Executive resigns from his employment by hereunder for Good Reason or the Company is terminated by terminates the Company other than for Executive’s employment hereunder without Cause (other than a termination for by reason of death or Disability), and the Executive has not received and is not entitled to any payment under Section 5(d)(iii) or by Executive for Good Reasonhereof, then the Company shall pay or provide the Executive the Amounts and Benefits and, subject to Section 8 hereof: 1. an amount equal to two times the applicable Base Salary, which amount shall be payable in equal installments during the Non-Compete Term (as defined below) in accordance with the Company’s payroll practices and policies then in effect; 2. any Annual Bonus earned but unpaid for the calendar year preceding the calendar year in which the Executive’s termination of employment occurs (i) Accrued Amounts; (ii) the “Prior Year Bonus”), payable at such time as bonuses for such prior calendar year are paid to the Company’s executives generally, and, in any event, at such time as otherwise required under the terms of this Agreement to the extent required to avoid the adverse tax consequences under Code Section 409A; 3. a pro-rata portion of the Executive’s Annual Bonus for the calendar year in which the Executive’s termination occurs based on target performance for such calendar year (determined by multiplying the amount Executive of such Annual Bonus which would have received had employment continued through be due for the end of the performance full calendar year by a fraction, the numerator of which is the number of days during the performance calendar year of termination that the Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination), subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease payable at such time as Executive is eligible bonuses for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish such calendar year are paid to the Company. ’s executives generally (the “Pro Rata Bonus”) and, in any event, at such time as otherwise required under the terms of this Agreement to the extent required to avoid the adverse tax consequences under Code Section 409A. In the event that the Company has not established an executive bonus plan covering the calendar year during which the Executive’s employment terminates, the Pro-Rata Bonus due to the Executive shall use good faith and reasonable efforts to find and secure new employment after any be based upon the target Annual Bonus opportunity for the calendar year preceding the calendar year in which such terminationtermination occurs; 4. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal subject to the amount the Company would have paid for such benefits on behalf Executive’s (a) timely election of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), with respect to the Company’s group health insurance plans in which the Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the “active employee” rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall provide COBRA Continuation Coverage for the Executive and his eligible dependents (which payment will be reported as taxable income) until the earliest of (x) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, (y) eighteen (18) months following the Date of Termination, and (z) the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and 5. unvested amounts subject to equity awards granted hereunder shall vest if and to the extent provided for in the applicable equity award agreement and as otherwise provided in this Agreement.

Termination Without Cause or for Good Reason. If Executive's In the event of a termination of employment by the Company is terminated by the Company without Cause (and other than for Cause (other than a termination for Disabilityby reason of Executive’s death or Incapacity) or by Executive for Good Reason, and conditioned upon Executive’s execution of a full release of claims in a form acceptable to Company without revocation, Executive shall be entitled to receive the following items (the “Severance Package”), in lieu of any other compensation and benefits whatsoever: (a) Continuation of Base Salary and benefits through the effective date of termination; (b) Continued payment of Base Salary from the date of termination for one year, with such payments to begin on the first regular payday after the revocation period in the release executed by Executive expires (the first payment will include amounts attributable to payroll periods occurring prior to such date); (c) Continued participation in Company’s group medical plan pursuant to COBRA and conditioned upon Executive’s timely election of continuation of benefits such that Company shall either will reimburse Executive or directly pay or provide premium amounts such that Executive will not pay any premiums greater than he would have paid had he remained actively employed with Company until the earlier of (i) Accrued Amounts; the last day of the month in which payment of Executive’s Base Salary set forth in Section 2.5(b) above expires, and (ii) a pro-rata portion the date on which Executive first becomes eligible for any other employer’s group medical plan following termination of employment, irrespective of whether Executive actually enrolls in such group plan. Executive agrees to give Company written notice of his eligibility for such group plan, including the date of his eligibility, no later than five business days prior to obtaining such eligibility; (determined by multiplying the amount Executive would have received had employment continued through the end d) Payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365any unpaid bonus set forth in Section 1.3(b) of Executive's Annual Bonus this Agreement for the performance calendar year immediately preceding the year in which Executive's his employment termination occurs and, with respect to the 2014 calendar year only, the minimum bonus set forth therein. Such amounts to be paid at the time that annual Company pays bonuses are paid to its other senior executives; provided that and (e) Immediate vesting as of the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the termination date of termination, subject that unvested portion of any Restricted Shares or Stock Options awarded to Executive prior to the mitigation provisions set forth below; and (iv) subject employment termination date pursuant to Executive's continued copayment of premiumsthe LTIP that would have vested had Executive remained employed with Company, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon with the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make result that such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company portions of such event awards are immediately and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")fully exercisable.

Termination Without Cause or for Good Reason. (a) If at any time during the Term (1) Executive's employment by the Company is terminated by the Company for any reason other than for Cause or the death or disability of Executive or (other than a termination for Disability2) or Executive's employment is terminated by Executive for Good Reason, the Company shall pay or provide Executive with Reason (as hereinafter defined): (i) Accrued Amounts; Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (iiincluding salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination plus a pro-rata portion lump sum cash payment equal to the greater of (determined by multiplying the amount Executive would have received had employment continued x) Executive's then current Base Salary through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company Term and the denominator of which is 365(y) of two times (A) Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current annual Base Salary as if his employment continued for a period of twelve plus (12B) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount average of the Company percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (the "Average Bonus"). The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have paid been payable in accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to Company within ten days of such termination, Executive may elect to receive the Base Salary component of such lump sum payment in accordance with Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (ii) Executive shall be entitled to continue, for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and (iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on behalf or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive if before, on or after the benefits were provided to him as an employeedate hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The continuation exercise period of health benefits under this subsection each ISO granted to Executive before, on or after the date hereof shall reduce and count against Executive's rights under be governed by the Consolidated Omnibus Budget Reconciliation Act terms of 1985, as amended ("COBRA")the relevant ISO Agreement.

Termination Without Cause or for Good Reason. If The Term of Employment and the Executive's ’s employment by the Company is hereunder may be terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good ReasonReason or by the Corporation without Cause. In the event of such termination, the Company Executive shall pay or provide be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, Section 9 and Section 10 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto (the “Release”) and such Release becoming effective within the applicable time period set forth in the Release, (the “Release Execution Period”), the Executive with shall be entitled to receive the following: (i) Accrued Amounts; (iia) a pro-rata portion lump sum payment equal to one time the Executive’s Base Salary, which shall be paid on the 30th day following the Termination Date; and (determined b) upon determination by multiplying the amount Executive would have received had employment continued through the end Corporation’s Board of the performance year by Directors or Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant a fractionbonus, and if such bonus is granted, the numerator amount, form and payment schedule. For the avoidance of which is the number of days during the performance year of termination that doubt, Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus shall not be entitled to any bonus solely for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date reason of termination, subject to unless the mitigation provisions set forth below; and (iv) subject Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive's continued copayment of premiums, continued participation for twelve . (12c) months in all If the Executive timely and properly elects health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. (d) Consistent with the terms of any equity incentive plan of the Company, as amended approved by the stockholders, as applicable: ("COBRA")i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and (ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as the case may be.

Termination Without Cause or for Good Reason. If The Company may terminate Executive's employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, Executive shall pay be entitled to the following in lieu of any payments or provide Executive with benefits under any severance program or policy of the Company within ten (10) business days: (i) the Accrued Amounts; Amounts plus a lump sum cash amount equal to the Target Bonus for Executive for the year of termination pro-rated based on the number of days from the beginning of the year through the Date of Termination divided by the total number of days in the year of termination; (ii) a pro-rata portion (determined by multiplying lump sum cash severance payment equal to the amount unpaid balance of the Base Salary and the Target Bonuses Executive would have received had employment continued through been entitled to for the end balance of the performance year by a fractionTerm measured from the Date of Termination to the expiration date of the Term, but in no event shall such lump sum be less than three times the numerator sum of which is (X) Executive's Base Salary and (Y) annual bonus; the number of days severance payable shall be computed based upon (A) Executive's highest Base Salary in effect at any time during the performance year of termination that Executive is employed by his employment with the Company and the denominator of which is 365(B) of Executive's Annual Bonus actual annual bonus as provided for in this Agreement for the performance most recent completed fiscal year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that of the Company was on plan for Executive prior to earn such bonus at the time Date of termination; Termination; (iii) continue his then current Base Salary as if his employment continued coverage for a period of twelve thirty-six (1236) months commencing on the Date of Termination or until Executive receives comparable coverage (determined on a benefit-by-benefit basis) from the date of termination, subject to the mitigation provisions set forth below; and a subsequent employer (ivA) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and his eligible dependents, if any) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or plans (including medical and dental) and other welfare benefit plans on the same basis as such coverage is made available to executives employed by the Company (including, without jeopardizing limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company-provided life insurance and disability insurance policies and plan under which Executive was insured immediately prior to the tax status Date of such plans, for underwriting reasons or because Termination; and (iv) full vesting of the tax impact on all options and shares of restricted stock previously granted to Executive, the Company shall pay with all outstanding options remaining exercisable for their originally scheduled respective terms (other than any incentive stock options granted to Executive an amount equal prior to the amount the Company would have paid date hereof that do not provide for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"continued exercisability in accordance with their terms).

Termination Without Cause or for Good Reason. If In the case of termination of the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityhereunder pursuant to Section 9(d) or by Executive for Good ReasonSection 9(e), the Company shall pay or provide Executive with will receive (i) Accrued Amounts; all Base Salary to be paid to the Executive under this Agreement through the Date of Termination, (ii) a pro-rata portion lump sum payment equal to two times the sum of (determined by multiplying A) the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his ’s then current Base Salary or such higher Base Salary as if in effect within the 12 months preceding the termination and (B) the Executive’s annual bonus for the preceding fiscal year or the target bonus for the then current fiscal year, whichever is great, (iii) any unpaid benefits to which the Executive is entitled under any employee benefit plan, policy or program of the Company applicable to the Executive as of the Date of Termination, (iv) in the event the Date of Termination occurs after the completion of any fiscal year, but prior to the date any cash bonus related to such fiscal year has been determined or paid to the Executive, the amount of the cash bonus related to such fiscal year that the Executive would have otherwise been entitled to receive had the Executive’s employment not been terminated, (v) the amount of any target cash bonus for the fiscal year in which the Date of Termination occurs, pro-rated based on the portion of the applicable fiscal year that the Executive worked for the Company, and (vi) reimbursement for the costs of continuation of medical and dental insurance coverage for the Executive and his employment continued eligible dependents under the Company’s health insurance plans in effect on the Date of Termination, or following the date that the Executive and his dependents no longer are eligible to participate in such plans, under comparable health insurance purchased by the Executive, for a period of twelve 24 months following the Date of Termination. The amounts referred to in clauses (12i), (iii) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject above will be paid to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover the Executive (and eligible dependents) upon when the same terms would have been paid to the Executive in the absence of such termination, and conditions the amount referred to in clauses (except ii) and (v) will be paid to the Executive within 60 days following the Date of Termination. The Executive will be reimbursed for the requirements incurred costs pursuant to clause (vi) within 30 days of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder submission to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced reasonable documentation of any costs so incurred. Further, all unvested equity-based awards held by the gross amount Executive as of any the Date of Termination will immediately vest in full, except in the case of awards that remain subject to objective performance-based determinations, in which case such payments awards will remain outstanding and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entitywill immediately vest upon, prompt notice of which Executive shall furnish and to the Companyextent of, the determination that such performance criteria have been satisfied. All stock options held by the Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because as of the tax impact on Executive, Date of Termination will remain exercisable for one year following the Company shall pay Executive an amount equal to later of the amount Date of Termination or the Company would have paid for date such benefits on behalf of Executive if the benefits were awards vest as provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")above.

Termination Without Cause or for Good Reason. If The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company is terminated without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reasonthe “Release”), the Company Executive shall pay or provide Executive with be entitled to receive the following: (ia) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying A lump sum payment, which shall be paid within 30 days following the amount Executive would have received had employment continued through Termination Date, equal to two times the end sum of the performance Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs. (b) With respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is the number of days during between first day of the performance calendar year of termination that Executive is employed by in which the Company Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.2(a) of Executive's Annual Bonus for hereof; (c) If the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; timely and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance properly elects continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status Consolidated Omnibus Reconciliation Act of such plans, for underwriting reasons or because of the tax impact on Executive1985 (“COBRA”), the Company shall pay reimburse the Executive an the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount equal paid by similarly situated active executives. Such reimbursement shall be paid to the amount Executive on the Company would have paid for such benefits on behalf tenth day of the month immediately following the month in which the Executive if timely remits the benefits were provided to him as an employeepremium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (d) The treatment of health benefits any outstanding equity awards shall be determined in accordance with the terms of the Equity Plan and the applicable award agreements; provided that notwithstanding the terms of the Equity Plan or any applicable award agreements: (i) all outstanding unvested stock or equity unit options, appreciation units and stock appreciation rights, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; (ii) all outstanding equity-based compensation awards other than stock options, appreciation units and stock appreciation rights that are not intended to qualify as performance-based compensation under this subsection shall reduce and count against Executive's rights under Section 162(m)(4)(C) of the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended ("COBRA"the “Code”) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect; and (iii) all outstanding equity-based compensation awards other than stock or equity unit options, appreciation units and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code (“Section 162(m)”) shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (e) Upon any termination of Executive’s employment by the Company other than for Cause or upon termination by the Executive for Good Reason, Executive shall be released from the restrictive covenants set forth in Section 7 of this Agreement.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 12: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in all health connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and welfare Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans which cover and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (and eligible dependentsi) upon the same terms and conditions (except amount of the Annual Bonus as determined by the Board in good faith for the requirements performance year immediately prior to the year in which the Executive’s termination occurs if the Company has not determined the amount of the Executive's continued employment) in effect on ’s Annual Bonus as of the date of the Executive’s termination. If at any time after ; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for the performance year immediately prior to the year in which the Executive's ’s termination while occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is obligated hereunder to make being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such payments pro-rata portion calculated based upon the number of Base Salary days that the Executive was employed during such performance year divided by the total number of days in such performance year; or continue (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such benefitspro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, Executive receives compensation for providing services payable in either case as an employee a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as an independent contractor from soon thereafter as is reasonable practicable thereafter; and (5) twenty-five percent (25%) of all outstanding unvested shares subject to the Option (the “Termination Acceleration Percentage”) as of the date of the Executive’s termination shall vest; provided that in the event that any person or entityof the shares subject to the Option were accelerated under Sections 5(b)-(e) during the year of the Executive’s termination, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive Termination Acceleration Percentage shall be reduced by the gross amount percentage of any such payments shares previously accelerated. By way of example, in the event that twenty-five percent (25%) of the outstanding unvested shares subject to the Option are accelerated under Section 5(c) during the second year of the Employment Term and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entityterminated in that same year, prompt notice of which Executive no additional shares shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits vest under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Section 8(d)(5) upon termination.

Termination Without Cause or for Good Reason. If Executive's employment BENEFITS. In the event there is a termination by the Company is terminated by the Company other than for Cause (other than a termination for Disability) without Cause, or by if Executive terminates for Good ReasonReason (a "Termination Event"), this Agreement shall terminate and Executive shall be entitled to the following severance benefits: (1) For the remainder of the Basic Term after the Termination Date, Base Salary (as defined in Paragraph 3(a)), at the rate in effect immediately prior to the Termination Event, payable in a lump sum, appropriately discounted to take into consideration the lump sum early payment; (2) If there is a Termination Event, any stock options ("Stock Awards") which Executive has received under this Agreement or otherwise shall vest immediately and all such Stock Awards shall be exercisable for thirty (30) days from the date of such Termination Event or the remainder of their term, whichever is less; (3) To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of any other amounts or benefits required to be paid or provided or which is the number of days during the performance year of termination that Executive is employed by eligible to receive under any plan, program, policy or practice, or contract or agreement of the Company and its affiliated companies for the denominator period of which is 365) time equal to the lesser of six months following Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from Termination or the date of terminationExecutive begins new employment. The Company, subject at its sole expense, shall continue to the mitigation provisions set forth below; and provide (ivthrough its own plan and/or individual policies) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible Executive's dependents) upon with health benefits no less favorable than the same terms and conditions (except for group health plan benefits provided generally during such period to the requirements senior executive officers of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder or any affiliated company (to make the extent any such payments coverage or benefits are taxable to Executive by reason of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify being provided under a self-insured health plan of the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivean affiliate, the Company shall pay make Executive "whole" for the same on an amount equal after-tax basis), provided, however, such coverage shall be secondary to any group health plan coverage Executive (or his dependents) receive from another employer, (such other amounts and benefits shall be hereinafter referred to as the amount "Other Benefits"); (4) All accrued compensation and unreimbursed expenses through the Company would have Termination Date. Such amounts shall be paid for to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and (5) Executive shall be free to accept other employment during such benefits on behalf period, and there shall be no offset of any employment compensation earned by Executive if the benefits were provided to him as an employee. The continuation of health benefits in such other employment during such period against payments due Executive under this subsection Paragraph (4), and there shall reduce and count be no offset in any compensation received from such other employment against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Base Salary set forth above.

Termination Without Cause or for Good Reason. If Executive's Encore terminates your employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive you terminate your employment for Good ReasonReason on or before the fifth anniversary of the Start Date, upon your execution and delivery of a General Release and Waiver of Claims in substantially the Company shall form attached as Exhibit A hereto, within the time period set forth therein (but in no event later than 50 days after your termination date, Encore will pay or provide Executive you with (i) Accrued Amountsthe following: • 200% of your current base salary, payable in a lump sum cash payment on the 60th day following your termination date; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end • 200% of the performance year by average of the 3 prior annual cash bonuses paid to you, and if less than 3 years than the average of such bonuses, and if no bonus has not yet been paid to you then your target bonus, payable in a fraction, lump sum cash payment on the numerator of which is 60th day following your termination date; • a prorated annual cash bonus (based on the number of days full months of employment during the performance year of termination your termination), provided that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for such payment will only be made if the performance year goal for such bonus is actually achieved, payable in which Executive's termination occurs at the time that annual bonuses are a lump sum cash payment when such bonus is paid to other senior executives; provided that Encore’s executives on the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below60th day following your termination date; and (iv) subject to Executive's continued copayment • the cost of premiums, continued participation group health continuation coverage premiums for twelve (12) months in all health you and welfare plans which cover Executive (and your eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided dependents under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because Title X of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended amended, or comparable provisions of state law ("“COBRA"”), through the earliest of (x) the expiration of 24 months after your termination date, (y) the date upon which you have obtained substantially comparable health benefits by becoming covered under the group health plan of a subsequent employer, or (z) the date you no longer constitute a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Internal Revenue Code); provided, however, that you will be solely responsible for electing such coverage within the required time period, and provided further, that to the extent COBRA coverage is not available due to the expiration of the maximum COBRA period prior to the end of the period for which Encore is obligated to provide health benefits under this paragraph, Encore will reimburse you for the cost of premiums for individual health coverage, if obtained by you, but not in excess of the amount of the monthly COBRA premium then being paid, for the ▇▇. ▇▇▇▇▇▇▇ ▇. Vecchione April 8, 2013 remainder of the period for which Encore is obligated under this paragraph. You agree to provide notice to Encore within 10 days of securing such comparable benefits with a subsequent employer. To be eligible to receive the benefits set forth in this Section 10 regarding a termination by you for Good Reason, (x) you must provide written notice of the “Good Reason” condition to Encore within 90 days after the initial existence of such condition, (y) Encore must not have cured such condition within 30 days of receipt of your written notice or it must have stated unequivocally in writing that it does not intend to attempt to cure such condition; and (z) you resign from employment within 12 months following the end of the period within which Encore was entitled to remedy the condition constituting Good Reason but failed to do so.

Termination Without Cause or for Good Reason. If (a) Executive's ’s employment by the Company is hereunder may be terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good ReasonReason or by Company without Cause, upon 30 days’ written notice. Company, in its discretion, may pay Executive’s salary in lieu of all or part of the notice period. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 5 and Section 7 of this Agreement and execution of a release in favor of Company shall pay or provide in substantially the form attached hereto as Annex A (“Release”), Executive with will be entitled to receive the following: (i) Accrued Amounts; A lump sum payment, which will be paid within 30 days following the effective date of the Release, equal to [SEVERANCE MULTIPLE] times the sum of Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs. (ii) a pro-rata portion (determined by multiplying With respect to the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance fiscal year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationTermination Date occurs, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount Annual Bonus last paid to Executive, prorated for the Company would have paid for such benefits on behalf number of Executive if calendar days worked in the benefits were provided year in which the Termination Date occurs, payable in a single payment concurrent with the payment of the amounts due under Section 4.2(a)(i). (iii) Subject to him as an employee. The continuation of health Executive’s timely election to continue benefits under this subsection COBRA, Company will reimburse Executive the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall reduce be paid to Executive on the tenth day of the month immediately following the month in which Executive timely remits the premium payment. Executive will be eligible to receive such reimbursement until the earliest of: (i) the 18-month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA coverage; and count against Executive's (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. (iv) The treatment of any outstanding equity awards will be determined in accordance with the terms of the applicable Equity Documents; provided that notwithstanding the terms of such Equity Documents, all underlying outstanding unvested stock or equity unit options, appreciation rights, stock appreciation rights and any other equity-based compensation awards thereunder shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Code shall remain in effect.

Termination Without Cause or for Good Reason. If In the event the Employment Term and Executive's ’s employment by the Company hereunder is terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Reason or by Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through without Cause prior to the end of the Employment Term, and if Section 5.4 does not apply, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and Executive’s satisfaction of the general release of claims requirement specified below and subject to Section 22, Executive shall be entitled to receive the following: (a) An amount equal to two (2) times Executive’s Base Salary in effect on the Termination Date (disregarding any reduction in Base Salary that is the basis for Executive’s termination for Good Reason), payable in a lump sum within sixty (60) days following the Termination Date; (b) If, on account of Executive’s termination of employment, Executive forfeits Executive’s right to earn an Annual Bonus for the Fiscal Year in which the Termination Date occurs, a lump sum cash payment equal to the product of (i) the Annual Bonus, if any, that Executive would have earned for the Fiscal Year in which the Termination Date occurs after taking into account the degree of achievement of the applicable performance year by goals for such Fiscal Year and (ii) a fraction, the numerator of which is the number of days during the performance year of termination that Executive is was employed by Company during such Fiscal Year (rounded up to the Company next highest number of days in the case of a partial day of employment) and the denominator of which is 365the number of days in such Fiscal Year (the “Pro-Rata Bonus”). This amount, if any, shall be paid to Executive in a lump sum on the later of (x) of Executive's the date on which the Annual Bonus would have been paid to Executive but for Executive’s termination of employment during such Fiscal Year, or (y) within sixty (60) days following the performance Termination Date (but in no event later than March 15th of the calendar year immediately following the calendar year in which Executive's termination occurs at the time that annual bonuses are paid Termination Date occurs); (c) If Executive timely and properly elects continued Company-provided group health plan coverage pursuant to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), Company shall reimburse Executive in an amount equal to the monthly COBRA premium paid by Executive for such coverage less the active employee premium for such coverage. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen (18) month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Executive either receives or becomes eligible to receive substantially similar coverage from another employer; (d) Any unpaid Annual Bonus for the completed Fiscal Year preceding the Fiscal Year in which the Termination Date occurs, calculated by taking into account the degree of achievement of the applicable objective performance goals for such preceding Fiscal Year (the “Prior Year Bonus”), shall be paid to Executive in a lump sum on the date on which the Annual Bonus would have been paid to Executive but for Executive’s termination of employment; and (e) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the LTIP and the applicable award agreements evidencing such awards and the requirements of Section 4.3(a) and (b) of this Agreement. If, at the time of termination, the Board is aware of the existence of any circumstances reasonably likely to give rise to claims by Company against Executive, Company shall give Executive notice of such circumstances at the time of termination. As a condition to Company’s payment to Executive of the amounts required to be paid under this Section 5.2 (other than the Accrued Benefits), Executive agrees to execute a general release (or to the execution by Executive’s legal representative of a general release) of all then existing claims against Company, its Subsidiaries, affiliates, shareholders, directors, officers, employees and agents in relation to claims relating to or arising out of Executive’s employment with Company in a form substantially consistent with Company’s standard form of general release used for officers and not inconsistent with the terms of this Agreement (“Release”), and Executive shall not receive any payments or benefits to which he may be entitled hereunder that are subject to the execution of a Release unless Executive satisfies this release requirement. Company will provide the Release required by this Section 5.2 to Executive within five (5) days after the Termination Date. Executive must sign and return the Release to Company within 21 days after receipt of the Release if Executive’s employment termination is not part of a group termination program within the meaning Section 7(f)(1)(F)(ii) of the Age Discrimination in Employment Act of 1967, as amended, and within 45 days after receipt of the Release if Executive’s termination is part of such a group termination program (in which case Company shall make such modifications to the Release as is required by law in connection with such group termination program), and Executive must not revoke it during the seven (7)-day revocation period that begins when the signed Release is returned to Company.

Termination Without Cause or for Good Reason. (a) If at any time during the Term (1) Executive's employment by the Company is terminated by the Company for any reason other than for Cause or the death or disability of Executive or (other than a termination for Disability2) or Executive's employment is terminated by Executive for Good Reason, the Company shall pay or provide Executive with Reason (as hereinafter defined): (i) Accrued Amounts; Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (iiincluding salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination plus a pro-rata portion lump sum cash payment equal to the greater of (determined by multiplying the amount Executive would have received had employment continued x) (A) Executive's then current Base Salary through the end of the performance year Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary ("Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days during in the performance calendar year that expired prior to termination of termination that Executive is employed by the Company employment and the denominator of which is 365(y) of two and one-half times (A) Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current annual Base Salary as if his employment continued for a period of twelve plus (12B) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company would have paid within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence; (ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than two years, for a period of 24 months, to continue to receive at Company's expense, the benefits listed on Schedule 3.3 and the medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; (iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the New Plan) and stock option granted to Executive before, on behalf or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or terms under which they may be granted; (iv) The Company shall provide Executive with outplacement services of the Company's choice, the scope and provider of which shall be reasonably acceptable to Executive; (v) The Company shall release its security interest, its right to recover any premiums paid by it and shall repay any policy loans or advances and terminate the Collateral Assignments (defined below) entered into in connection with the 1995 and 2001 Split Dollar Insurance Agreements. The Collateral Assignments were entered into on the same respective dates and among the same parties as the Split Dollar Agreements. Company and Executive agree to execute whatever documents are necessary (and, to the extent that the consent of the insurer is required, acceptable to the insurer) to amend the 1995 and 2001 Split Dollar Agreements and the Collateral Assignments thereunder to give effect to this section (v) and to provide that the obligations of the Company to pay premiums ceases under the 2001 Split Dollar Agreement on the same basis as it ceased under the 1995 Split Dollar Agreement and, if earlier, upon termination of Executive's employment; and (vi) Executive shall be entitled, for the balance of the Term, or, if the benefits were balance of the Term is less than two (2) years, for a period of 24 months, to continue to receive the automobile benefit provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")in Section 3.8 hereof.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good ReasonReason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), the benefits provided below: (A) the Company shall pay to Executive his or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued her fully earned but unpaid base salary, when due, through the end date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (B) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable within thirty (30) days following the effective date of the Release (as defined below); plus (iiiC) continue subject to Executive’s continued compliance with Section 5, (1) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his then current Base Salary or her eligible dependents who were covered under the Company’s health plans as if of the date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (2) the Company shall pay for and provide Executive and such eligible dependents with a lump sum payment sufficient to pay the premiums for life insurance benefits coverage for the twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within thirty (30) days of the date of termination; and (D) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by the Company. (E) The payments and benefits provided for in this Section 4(d)(i) shall only be payable in the event Executive’s employment continued is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a period Change of Control or more than twelve (12) months from following a Change of Control. If Executive’s employment is terminated by the date of termination, subject Company without Cause or by Executive for Good Reason within three (3) months prior to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for or twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements following a Change of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityControl, then Executive shall immediately notify receive the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because described in Section 4(d)(ii) in lieu of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such payments and benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under described in this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"Section 4(d)(i).

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good ReasonReason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), the benefits provided below: (A) the Company shall pay to Executive his or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued her fully earned but unpaid base salary, when due, through the end date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (B) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable within thirty (30) days following the effective date of Executive’s Release (as defined below), but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs; plus (iiiC) continue subject to Executive’s continued compliance with Section 5, (1) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his then current Base Salary or her eligible dependents who were covered under the Company’s health plans as if of the date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (2) the Company shall pay for and provide Executive and such eligible dependents with a lump sum payment sufficient to pay the premiums for life insurance benefits coverage for the twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within thirty (30) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s termination of employment occurs; and (D) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a period firm selected by Executive from a list compiled by the Company. (E) The payments and benefits provided for in this Section 4(d)(i) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason more than three (3) months prior to a Change of Control or more than twelve (12) months from following a Change of Control. If Executive’s employment is terminated by the date of termination, subject Company without Cause or by Executive for Good Reason within three (3) months prior to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for or twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements following a Change of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityControl, then Executive shall immediately notify receive the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because described in Section 4(d)(ii) in lieu of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such payments and benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under described in this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"Section 4(d)(i).

Termination Without Cause or for Good Reason. If If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityas defined below), or (ii) or by the Executive resigns employment for Good ReasonReason (as defined below) (each, a “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company shall will pay or provide to the Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying any earned but unpaid annual performance award for the amount Executive would have received had employment continued through prior fiscal year at the end time such annual performance awards are payable to employees of the performance Company generally, but in no event later than March 15 of the calendar year by a fraction, immediately following the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance calendar year in which Executive's termination occurs at the time that annual bonuses are paid Qualifying Termination occurs. (b) The Company will continue to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject pay to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) equal installments in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and accordance with the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity’s normal payroll practices, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean 31605/1 53622658 the Executive’s annual base salary rate in effect immediately prior to the Qualifying Termination or, in the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of the Release required by Section 4 hereof, with the first payment to include the amount the Company of all Salary Continuation Payments that would have been paid for from the date of the Qualifying Termination had they commenced as of such benefits date; provided, however, in the event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall be made on behalf the later of Executive if the benefits were provided to him as an employee. The continuation first regular payroll date of health benefits under this subsection shall reduce and count against Executive's rights under such second calendar year or the Consolidated Omnibus Budget Reconciliation Act first payroll date following the effectiveness of 1985the Release, as amended ("COBRA")but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 10: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) payable in a lump sum in cash promptly following the termination date (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive following the termination date (and eligible dependentsthe “COBRA Severance Period”); (ii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder to make such payments determines that its payment of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify COBRA premiums on the Company Executive’s behalf would result in a violation of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish applicable law (including but not limited to the Company. Executive shall use good faith 2010 Patient Protection and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985Affordable Care Act, as amended ("COBRA").by the 2010 Health Care and Education Reconciliation

Termination Without Cause or for Good Reason. If (1) Subject to the limitations in Subsection 7(c)(3) below, if Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for with Good Reason, the Company shall will pay Executive (or provide Executive with (i) Accrued Amounts; (iiin the event of Executive’s subsequent death, Executive’s beneficiaries or estate) a pro-rata portion severance benefit (determined by multiplying the “Severance Benefit”) in an aggregate amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365equal to: (A) Twelve (12) months of Executive's Annual Bonus for ’s monthly Base Salary (based on the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued of the Termination Date), to be paid for a period of twelve (12) months from beginning on the date of terminationcommencement date, as determined under Subsection 7(c)(3)(B) below, subject to all applicable payroll tax withholding and other deductions required by law; (B) Any unpaid Incentive Compensation based on the mitigation provisions set forth below; fiscal year that ended immediately before the Termination Date, to be paid on the same date and (iv) in the same manner Executive would be paid if Executive remained employed with the Company, subject to Executive's continued copayment of premiums, continued participation for twelve all applicable payroll tax withholding and other deductions required by law; and (12C) months in all If Executive timely and properly elects health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 19851985 or any applicable state health insurance continuation law (“COBRA”), the Company shall directly pay or reimburse 718735.0003/9045901.6 7 ​ Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (at the same percentage as amended paid by the Company as of the Termination Date). Executive shall be eligible to receive such reimbursement until the earliest of: ("COBRA"i) the twelve (12)-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s payments under this Subsection 7(c)(1)(C) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this Subsection 7(c)(1)(C) in a manner as is necessary to comply with the ACA. (2) The Parties intend the Severance Payments under this Section 7 to qualify for the exemption from Section 409A of the Code, for separation pay, pursuant to Treasury Regulations 1.409A-1(b)(9)(iii).

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by terminates the Company other than for Executive’s employment hereunder without Cause (other than a termination for by reason of death or Disability) or by the Executive terminates his employment for Good Reason, then the Company shall pay or provide the Executive the Amounts and Benefits and the following: (1) an amount equal to Executive’s Base Salary for one year, which amount shall be paid over the 6-month period following the Date of Termination in accordance with the Company’s payroll practices and policies then in effect; and (i2) Accrued Amounts; (ii) to the extent the Financial Target is met for the fiscal year in which the Executive’s termination occurs, a pro-rata portion of the Executive’s Annual Bonus for the year of termination based on actual results for such year (with the Annual Bonus determined by multiplying the amount Executive of such Annual Bonus which would have received had employment continued through be due for the end of the performance full fiscal year by a fraction, the numerator of which is the number of days during the performance fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section (4)(b) of Executive's Annual (“Pro Rata Bonus”). The Pro Rata Bonus for the performance year in which Executive's termination occurs shall be payable at the time that annual bonuses are the Annual Bonus would have been paid to other senior executivesif Executive’s employment had not terminated; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time and (3) acceleration of terminationany unvested RSUs; and (iii4) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment ’s timely election of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), with respect to the Company’s group health insurance plans in which the Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), the Company shall pay the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (a) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA (or any COBRA-like benefits provided under applicable state law) and (b) twelve (12) months following the Date of Termination, (the benefits provided under this sub-section (3), the “Medical Continuation Benefits”). Except for RSUs as referenced in 5(j)(ii)(3) above, any portion of any outstanding equity or incentive award that remains unvested on the Date of Termination, including, but not limited to, PSUs, shall be forfeited as of the Date of Termination; provided, however, if a Change of Control occurs on or before the 60th day following the Date of Termination, the PSUs that would have vested on the date of the Change in Control had the Executive been employed on that date, shall vest.

Termination Without Cause or for Good Reason. If In the event Bancshares terminates Executive's ’s employment by the Company is terminated by the Company other than for hereunder without Cause (other than a termination for Disabilityupon death or permanent disability) or by Executive terminates his employment for Good Reason, Executive shall become immediately vested in any of the Company shall pay remaining unvested shares of restricted stock and/or options granted to him under any existing or provide Executive with future award agreements. In addition: (i) Accrued Amounts; Executive will be entitled to separation pay in a lump sum amount, payable on the thirty fifth (35th) day following Executive’s termination of employment equal to: (A) 200% of the highest amount of Executive’s annual Base Salary and the highest Annual Bonus paid to Executive within the three-year period preceding the termination plus a prorated bonus for the number of months worked for the year of termination. (ii) a pro-rata portion Continuation for 12 months (determined by multiplying the amount Executive would have received had employment continued through “Separation Period”) of coverage under the end of the performance year by a fractiongroup medical care, the numerator of disability and life insurance benefit plans or arrangements in which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus participating at the time of termination; (iii) continue his then current Base Salary , with Bancshares continuing to pay its share of premiums and associated costs as if his employment Executive continued in the employ of Bancshares; provided, however, that Bancshares’ obligation to provide such coverage shall be terminated if Executive obtains comparable substitute coverage from another employer at any time during the 5 Separation Period; provided, further, that in the event final regulations are issued by the U.S. Treasury Department, which prohibit the discriminatory payment of medical coverage, Executive shall receive a lump sum cash payment equal to any remaining payments that Executive would otherwise be entitled to under this Section, “grossed up” for a period of twelve (12) months from all applicable federal, state, local and payroll taxes at the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) highest marginal tax rate in effect on the date of terminationExecutive’s termination date. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall advise Bancshares immediately notify the Company of if such event and the Company's obligation to continue to make such payments to comparable substitute coverage is obtained from another employer. Executive shall be reduced by entitled, at the gross amount expiration of any such payments and the obligation Separation Period, to continue to provide benefits shall cease at such time as Executive is eligible for health insurance elect continued coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish under Bancshares’ medical benefit plans pursuant to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status terms of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Act.

Termination Without Cause or for Good Reason. If Executive's employment by with the Company is terminated by the Company (other than for Cause (other than a termination for DisabilityCause, Disability or death) or by Executive for Good ReasonReason within twenty-four (24) months following the Change in Control Date, then Executive shall be entitled to the following benefits: (i) the Company shall pay to Executive a lump-sum cash payment on the Release Effective Date in the aggregate of the following amounts: (1) an amount equal to (a) [__]1 multiplied by (b) the sum of (x) the greater of Executive’s annual Base Salary as in effect immediately prior to the Change in Control Date or provide the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and (2) Executive’s accrued but unpaid Base Salary through the Date of Termination, vacation pay earned but not used in the calendar year of termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive with is then participating, and (iii) any previously awarded but unpaid Annual Bonus for a completed calendar year prior to the Date of Termination (collectively, the “Accrued AmountsObligations”); (ii) the Company will also pay Executive a prolump-rata portion sum cash payment equal to the product of (determined by multiplying A) the amount Annual Bonus, if any, that Executive would have received had employment continued through earned for the end calendar year in which the Date of Termination occurs, based on actual achievement of the applicable performance goals for such year by (as determined on a basis consistent with that for other senior executives) and (B) a fraction, the numerator of which is the number of days during the performance year of termination that Executive is was employed by the Company during the year of termination and the denominator of which is 365) the number of Executive's days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that Annual Bonus for Bonuses are normally paid, but in no event later than March 15th of the performance year following the year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time Date of terminationTermination occurs; (iii) continue his then current Base Salary as if his employment continued for a period of twelve [__]2 months after the Date of Termination, Executive and Executive’s eligible dependents shall remain covered under the Company’s health care plan on the same basis as an active employee until the earlier of (12A) months from Executive becoming eligible for Medicare (or comparable governmental health coverage), or (B) the commencement date of termination, subject to the mitigation provisions set forth belowcomparable health care benefits from a new employer; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health previously paid or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executiveprovided, the Company shall timely pay or provide to Executive an amount equal any other amounts or benefits required to the amount be paid or provided or which Executive is eligible to receive following Executive's termination of employment under any plan, program, policy, practice, contract or agreement of the Company would have paid for and its affiliated companies (other than severance benefits) (such other amounts and benefits on behalf of Executive if shall be hereinafter referred to as the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"“Other Benefits”).

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated (x) by the Company other than for Cause Cause, or (other than a termination for Disabilityy) or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following: (i) the Accrued Amounts; Benefits; (ii) a pro rata portion of the Executive’s Annual Bonus for the fiscal year in which the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is rated based on the number of days the Executive was employed during such fiscal year, with any earned amounts to be payable at the performance year of termination same time that Executive is employed by the Company and the denominator of which is 365) of Executive's any Annual Bonus for the performance such fiscal year in which Executive's termination occurs at the time that annual bonuses are would have been paid pursuant to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; Section 4(a); (iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Company shall continue his then current to pay the Executive the Base Salary as if his employment continued at the rate being paid at the termination date, for a period the earlier of twelve (12) months from or until the date of terminationexecutive secures other employment equal to or greater than his Base Salary at such time (the “Severance Period”), provided, however, that in the event that Executive obtains other employment which pays the Executive a base salary less than the Base Salary on the termination date, then the payments under this clause (iii) shall immediately become subject to offset by the mitigation provisions set forth belowamount of the base salary and guaranteed compensation, if any, from such other employment; and and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation Executive makes a timely election of continued health benefits under this subsection shall reduce and count against Executive's rights benefit coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will continue to pay the employer portion of 1985the associated monthly premiums during the Severance Period, with Executive responsible to pay the associated employee portion of the monthly premium as directed by the Company in order to be covered by COBRA. Effective the first day of the month following the last date of the Company COBRA subsidy period, Executive will become responsible to pay 100% of the COBRA premium to continue healthcare insurance for the remainder of the applicable COBRA period. Notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 7(d)(iv) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended ("COBRA"to the extent applicable). Notwithstanding the foregoing, to the extent that the payment of any amount under this Section 7 constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 20 hereof), any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and Payments and benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

Termination Without Cause or for Good Reason. If In the event the Executive's ’s employment by the Company is terminated (x) by the Company other than for Cause or (other than a termination for Disabilityy) or by the Executive for Good Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive with (i) the Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company Make-Up Payments paid in accordance with Section 5(b) (including payment timing); and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current subject to Section 9: (A) subject to Section 25(b), continued payments of Base Salary for 18 months following the date of termination (the “Severance Payment”) paid in accordance with the Company’s normal payroll policies as if his employment continued the Executive were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Severance Payment will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto; (B) the Pro Rata Bonus; and (C) subject to Section 25(b) hereof, if the Executive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive monthly an amount equal to the difference of the Executive’s premium costs for a period such COBRA Coverage for the Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, for purposes of twelve calculating cost, an employee’s ability to pay premiums with pre-tax dollars) until the earliest of (12I) 18 months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage (the “Termination COBRA Payments”); provided, that unless subject to the mitigation provisions further delay as set forth below; and in Section 25(b), the first payment of the Termination COBRA Payments will made on the sixtieth (iv60th) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on day after the date of terminationtermination and will include payment of any amounts that would otherwise be due prior thereto. If at Following any time after Executive's such termination while all equity awards granted to the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by governed in accordance with the gross amount terms of the applicable grant agreements. Payments and benefits provided in this Section 7(d) shall be in lieu of any such termination or severance payments and or benefits for which the obligation to continue to provide benefits shall cease at such time as Executive is may be eligible for health insurance coverage by under any successor employer of the plans, policies or person or entity, prompt notice programs of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

Termination Without Cause or for Good Reason. If If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityas defined below), or (ii) or by the Executive resigns employment for Good ReasonReason (as defined below) (each, a “Qualifying Termination”), then subject to Section 3 and Section 4 below: (a) The Company will pay to the Executive within thirty (30) days of the date of the Qualifying Termination (or on such earlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the Company shall will pay or provide to the Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying any earned but unpaid annual performance award for the amount Executive would have received had employment continued through prior fiscal year at the end time such annual performance awards are payable to employees of the performance Company generally, but in no event later than March 15 of the calendar year by a fraction, immediately following the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance calendar year in which Executive's termination occurs at the time that annual bonuses are paid Qualifying Termination occurs. (b) The Company will continue to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject pay to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) equal installments in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and accordance with the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity’s normal payroll practices, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean the Executive’s annual base salary rate in effect immediately prior to the Qualifying Termination 31605/1 53622653 or, in the event of a resignation for Good Reason as a result of a material diminution in the Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of the Release required by Section 4 hereof, with the first payment to include the amount the Company of all Salary Continuation Payments that would have been paid for from the date of the Qualifying Termination had they commenced as of such benefits date; provided, however, in the event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall be made on behalf the later of Executive if the benefits were provided to him as an employee. The continuation first regular payroll date of health benefits under this subsection shall reduce and count against Executive's rights under such second calendar year or the Consolidated Omnibus Budget Reconciliation Act first payroll date following the effectiveness of 1985the Release, as amended ("COBRA")but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.

Termination Without Cause or for Good Reason. If The Term and Executive's ’s employment by the Company is hereunder may be terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, . Executive cannot terminate employment for Good Reason unless Executive has provided written notice to the Company shall pay or provide of the existence of the circumstances providing grounds for termination for Good Reason within fourteen (14) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If Executive with does not terminate employment for Good Reason within fourteen (i14) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through days after the end of the performance year Company’s cure period, then Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds. 8.3.1. In the event of such termination under Section 8.4, Executive shall be entitled to receive the Accrued Amounts and subject to Executive’s compliance with this Agreement and Executive’s execution of a release (that is not revoked by Executive under applicable law) of any and all waivable claims in favor of the Company, its affiliates, and their respective officers and directors in a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed form provided by the Company (the “Release”) and such Release becoming effective following the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of terminationTermination Date, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by entitled to receive the gross following: 8.3.1.1. A lump sum payment equal to the full amount of any such payments Executive’s annual Base Salary and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the full amount of Executive’s Target Bonus in effect for the year in which the Termination Date occurs (except if the grounds for Good Reason is the reduction in Base Salary and/or Target Bonus, the amount in effect prior to such reduction), which shall be paid within 30 days following the Termination Date. Such lump sum payment will include only cash compensation (Base Salary and Target Bonus) and will not include any new equity grants. When the Target Bonus involves RSUs or any other form of equity award, the outstanding non-vested portion for the relevant year shall be prorated based on the time elapsed in the year and become due to the Executive. The Executive will not receive any additional equity grants upon termination, only the pro-rated portion of existing equity awards. 8.3.1.2. Any outstanding equity awards, including RSUs, shall vest in full as of the Termination Date if Executive’s employment is terminated by the Company would have paid without cause or by Executive for such benefits on behalf of Executive if the benefits were provided to him as an employeegood reason. The continuation unvested portion of health benefits under any equity awards shall accelerate to fully vested upon such termination. Executive will be entitled to receive the full value of both vested and accelerated equity awards as of the Termination Date, and no equity awards shall be forfeited in the event of termination without cause or by Executive for good reason. No additional equity grants will be made upon termination, except as otherwise expressly provided in this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Agreement.

Termination Without Cause or for Good Reason. If Executive's employment In case of termination without Cause by the Company is terminated Corporation or for Good Reason by the Company other than for Cause Executive, Executive shall be entitled to: (other than a) the Accrued Amounts; (b) subject to the Executive’s compliance with Sections 6 through 11 of this Agreement and execution of a termination for Disability) or Release which becomes effective by Executive for Good Reasonthe end of the Release Execution Period, the Company Executive shall pay be entitled to receive a lump sum payment equal to six times the sum of the Executive’s monthly Base Salary, which shall be paid within 30 days following the Release Execution Period; (c) upon determination by the Corporation’s Board of Directors or provide Executive with (i) Accrued Amounts; (ii) Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant such bonus, a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionAnnual Bonus, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's if such pro-rata Annual Bonus is granted, determine the amount, form and payment schedule. For the avoidance of doubt, Executive shall not be entitled to any Annual Bonus solely for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date reason of termination, subject to unless the mitigation provisions set forth below; and (iv) subject Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive's continued copayment of premiums, continued participation for twelve ; (12d) months in all If the Executive timely and properly elects health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), the Corporation shall reimburse the Executive for the monthly COBRA premium paid by the Executive for Executive and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the six-month anniversary of the termination; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.4(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.4(d) in a manner as is necessary to comply with the ACA; (e) All outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested; and (f) All outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as amended ("COBRA")the case may be.

Termination Without Cause or for Good Reason. If The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company is terminated without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 7, Section 8, Section 9 and Section 10 of this Agreement and his execution of a separation agreement in a form acceptable to the Company that contains, at a minimum, a general release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company other (the “Release”) and such Release becoming effective within forty-five (45) days following the Termination Date (such 45-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following; (a) Twelve (12) months of severance pay, which shall be paid in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than for Cause monthly, which are in the aggregate equal to the Executive’s Base Salary in effect upon the effective date of the termination of Executive’s employment; provided that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (other than a termination for Disabilityb) or by If the Executive for Good Reasontimely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall pay reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on or provide before the last day of the month immediately following the month in which the Executive with timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) Accrued Amountsthe twelve-month anniversary of the Termination Date; and (ii) a pro-rata portion the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (c) The treatment of any outstanding equity awards shall be determined by multiplying in accordance with the amount Executive would have received had employment continued through the end terms of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company Stock Option Plan and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")applicable award agreements.

Termination Without Cause or for Good Reason. If In the event Bancshares terminates Executive's ’s employment by the Company is terminated by the Company other than for hereunder without Cause (other than a termination for Disabilityupon death or permanent disability) or by Executive terminates his employment for Good Reason, Executive shall become immediately vested in any of the Company shall pay remaining unvested shares of restricted stock and/or options granted to him under any existing or provide Executive with future award agreements. In addition: (i) Accrued Amounts; Executive will be entitled to separation pay in a lump sum amount, payable on the thirty fifth (35th) day following Executive’s termination of employment equal to: (A) 200% of the highest amount of Executive’s annual Base Salary and the highest annual bonus paid to Executive within the three-year period preceding the termination plus a prorated bonus for the number of months worked for the year of termination. 41304602.5 (ii) a pro-rata portion Continuation for 12 months (determined by multiplying the amount Executive would have received had employment continued through “Separation Period”) of coverage under the end of the performance year by a fractiongroup medical care, the numerator of disability and life insurance benefit plans or arrangements in which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus participating at the time of termination; (iii) continue his then current Base Salary , with Bancshares continuing to pay its share of premiums and associated costs as if his employment Executive continued in the employ of Bancshares; provided, however, that Bancshares’ obligation to provide such coverage shall be terminated if Executive obtains comparable substitute coverage from another employer at any time during the Separation Period; provided, further, that in the event final regulations are issued by the U.S. Treasury Department, which prohibit the discriminatory payment of medical coverage, Executive shall receive a lump sum cash payment equal to any remaining payments that Executive would otherwise be entitled to under this Section, “grossed up” for a period of twelve (12) months from all applicable federal, state, local and payroll taxes at the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) highest marginal tax rate in effect on the date of terminationExecutive’s termination date. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall advise Bancshares immediately notify the Company of if such event and the Company's obligation to continue to make such payments to comparable substitute coverage is obtained from another employer. Executive shall be reduced by entitled, at the gross amount expiration of any such payments and the obligation Separation Period, to continue to provide benefits shall cease at such time as Executive is eligible for health insurance elect continued coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish under Bancshares’ medical benefit plans pursuant to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status terms of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Act.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 11: ​ (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months from following the termination date (the “Severance Period”) on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date of it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; (ii) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect for himself (ivand his covered dependents) subject to Executive's continued copayment on the termination date until the earliest of premiums, continued participation for (1) twelve (12) months in all health and welfare plans which cover Executive following the termination date; (and eligible dependents2) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(1)-(3), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section 10, the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the amount COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; and (iii) all unvested stock options and other equity awards shall immediately vest and Executive shall be entitled to exercise any vested equity awards for a period equal to the shorter of: (1) eighteen (18) months after termination, or (2) the remaining term of the award(s). ​ If the Executive’s employment by the Company would have paid is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for such Good Reason, then the Executive will be eligible to receive additional severance benefits on behalf including, but not limited to, a pro-rata portion of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985’s Annual Bonus, as amended ("COBRA").determined by the Board of Directors, for the performance year in which the Executive’s termination occur. ​

Termination Without Cause or for Good Reason. If Subject to the terms and conditions of eligibility for Executive's employment by ’s receipt of severance benefits under this Agreement, including the Company is terminated by the Company other than for Cause timely execution and delivery (other than a termination for Disabilityand non-revocation) or by Executive for Good Reasonof the Separation Agreement and General Release as set forth in SECTION 6.10, the Company shall pay or provide Executive with to Executive, as severance benefits, which amounts are in addition to the Compensation upon Termination set forth in Section 3.3 herein: (i) Accrued Amounts; An amount equal to her current annualized Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date the Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) a pro-rata portion An amount equal to the Executive’s Target Bonus referenced in SECTION 2.1(b) (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current based upon her Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject ) which shall be paid to Executive when the mitigation provisions set forth below; and (iv) subject Annual Cash Bonus for such year is paid to Executive's continued copayment other executives of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation . (iii) Subject to continue to make such payments to Executive shall be reduced by (1) the gross amount Executive’s timely election of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of six (6) months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)@) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of the Executive’s then- outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement; or (2) within ninety (90) days preceding or within six (6) months after the Change in Control (a) the Executive is terminated without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the Executive’s Target Bonus (under SECTION 2.1 (b), based upon her Base Salary as of the date of termination), which amount shall be paid to Executive when the Company pays the Annual Cash Bonus for the calendar year that commences immediately after Executive’s termination (and for clarity, shall be in addition to the Target Bonus paid to Executive under Section 3.4(ii)- such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If The Term of Employment and the Executive's ’s employment by the Company is hereunder may be terminated by the Company other than for Cause (other than a termination for Disability) or by Executive for Good ReasonReason or by the Corporation without Cause. In the event of such termination, the Company Executive shall pay or provide be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto (the “Release”) and such Release becoming effective within the applicable time period set forth in the Release, (the “Release Execution Period”), the Executive with shall be entitled to receive the following: (i) Accrued Amounts; (iia) a prolump sum payment equal to one-rata portion and-a half (determined 1.5) times the Executive’s Base Salary, which shall be paid on the 30th day following the Termination Date; and (b) upon determination by multiplying the amount Executive would have received had employment continued through the end Corporation’s Board of the performance year by Directors or Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant a fractionbonus, and if such bonus is granted, the numerator amount, form and payment schedule. For the avoidance of which is the number of days during the performance year of termination that doubt, Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus shall not be entitled to any bonus solely for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date reason of termination, subject to unless the mitigation provisions set forth below; and (iv) subject Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive's continued copayment of premiums, continued participation for twelve . (12c) months in all If the Executive timely and properly elects health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.3(b) in a manner as is necessary to comply with the ACA. (d) Consistent with the terms of any equity incentive plan of the Company, as amended approved by the stockholders, as applicable: ("COBRA")i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and (ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as the case may be.

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 12: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in all health connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and welfare Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans which cover and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (and eligible dependentsi) upon the same terms and conditions (except amount of the Annual Bonus as determined by the Board in good faith for the requirements performance year immediately prior to the year in which the Executive’s termination occurs if the Company has not determined the amount of the Executive's continued employment) in effect on ’s Annual Bonus as of the date of the Executive’s termination. If at any time after ; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for the performance year immediately prior to the year in which the Executive's ’s termination while occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is obligated hereunder to make being measured; (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such payments pro-rata portion calculated based upon the number of Base Salary days that the Executive was employed during such performance year divided by the total number of days in such performance year; or continue (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such benefitspro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, Executive receives compensation for providing services payable in either case as an employee a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as an independent contractor from soon thereafter as is reasonable practicable thereafter; and (5) thirty-five percent (35%) of all outstanding unvested shares subject to the Option (the “Termination Acceleration Percentage”) as of the date of the Executive’s termination shall vest; provided that in the event that any person or entityof the shares subject to the Option were accelerated under Sections 5(b)-(e) during the year of the Executive’s termination, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive Termination Acceleration Percentage shall be reduced by the gross amount percentage of any such payments shares previously accelerated. By way of example, in the event that twenty-five percent (25%) of the outstanding unvested shares subject to the Option are accelerated under Section 5(c) during the second year of the Employment Term and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entityterminated in that same year, prompt notice ten percent (10%) of which Executive shall furnish the Executive’s outstanding unvested shares subject to the Company. Executive Option shall use good faith and reasonable efforts to find and secure new employment after any such vest under this Section 8(d)(5) upon termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on ExecutiveIn addition, the Company time period that the Executive may have to exercise the Option shall pay Executive an amount be extended for a period equal to the amount shorter of (i) nine (9) months, or (ii) the Company would have paid for such benefits on behalf remaining term of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")award.

Termination Without Cause or for Good Reason. If Subject to the terms and conditions of eligibility for Executive's employment by ’s receipt of severance benefits under this Agreement, including the Company is terminated by the Company other than for Cause timely execution and delivery (other than a termination for Disabilityand non-revocation) or by Executive for Good Reasonof the Separation Agreement and General Release as set forth in SECTION 6.10, the Company shall pay or provide Executive with to Executive, as severance benefits which amounts are in addition to the Compensation upon Termination set forth in SECTION 3.3 herein: (i) Accrued Amounts; An amount equal to his current annualized Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date the Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) a pro-rata portion An amount equal to the Executive’s Target Bonus referenced in SECTION 2.1(b) (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue based upon his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject ) which shall be paid to Executive when the mitigation provisions set forth below; and (iv) subject Annual Cash Bonus for such year is paid to Executive's continued copayment other executives of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation . (iii) Subject to continue to make such payments to Executive shall be reduced by (1) the gross amount Executive’s timely election of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of (x) the Executive’s then- outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment within twelve (12) months following the date of termination and (y) the Section 2.1(d) Grant. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within ninety days preceding or within six (6) months after the Change in Control (a) the Executive is terminated without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of (x) the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full and (y) the target level of the Executive’s then-outstanding performance stock units or other Company equity compensation awards that vest based on achievement of specified performance criteria, such that such awards become fully vested at the target level of award, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the Executive’s Target Bonus (under SECTION 2.1(b), based upon his Base Salary as of the date of termination), which amount shall be paid to Executive when the Company pays the Annual Cash Bonus for the calendar year that commences immediately after Executive’s termination (and for clarity, shall be in addition to the Target Bonus paid to Executive under Section 3.4(ii) - such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If Executive's employment by In the event that, during the Term, the Company is terminated by the Company other than for terminates Executive’s employment without Cause (other than a termination for Disability) or by Executive terminates his employment for Good Reason, Executive shall be entitled to the Accrued Amounts and, subject to Executive’s compliance with Sections 5, 6 and 7, the following payments and benefits in lieu of any payments or benefits under any severance program or policy of the Company shall pay or provide Executive with its Affiliates: (iA) Accrued Amounts; (ii) payment of a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionPro Rata Bonus, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs payable at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time described in Section 3(b); (B) payment of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the product of 2 and the sum of (X) Executive’s Base Salary (excluding any reductions thereto that serve as the basis for a termination for Good Reason) and (Y) Target Bonus for the year of termination, such amount to be paid in a lump sum as soon as practicable after the Date of Termination but no later than the earliest time permitted under Section 4(c) and Section 19; (C) at the Company’s election, either (X) continued coverage for a period of twenty-four (24) months commencing on the Date of Termination or until Executive receives comparable coverage (determined on a benefit-by-benefit basis) from a subsequent employer for Executive (and his eligible dependents, if any) under the Company’s health plans (including medical and dental) and life insurance plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and Executive’s qualifying event for purposes of COBRA shall be treated as occurring at the end of such continuation period or (Y) a cash lump sum payment equal to (i) twenty-four (24) multiplied by (ii) the excess of the monthly applicable COBRA premium as of the Executive’s Date of Termination for health care coverage and the monthly premium for life insurance Executive (and Executive’s eligible dependents, if any) had from the Company immediately prior to the Executive’s Date of Termination over the monthly dollar amount Executive would have paid to the Company for such benefits health care coverage and life insurance coverage if Executive remained employed for the twenty-four (24) month period commencing on behalf the Date of Termination; and (D) all of the Equity Awards shall fully vest, with all vested options and stock appreciation rights remaining exercisable for the shorter of their originally scheduled respective terms and one year following Executive’s Date of Termination and Executive if the benefits were provided shall continue as a participant and be entitled to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights earn Shares under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Company’s Project 750 Program with respect to the award described in Section 3(c) even though no longer employed.

Termination Without Cause or for Good Reason. If Subject to the terms and conditions of eligibility for Executive's employment by ’s receipt of severance benefits under this Agreement, including the Company is terminated by the Company other than for Cause timely execution and delivery (other than a termination for Disabilityand non-revocation) or by Executive for Good Reasonof the Separation Agreement and General Release as set forth in SECTION 6.10, the Company shall pay or provide Executive with to Executive, as severance benefits, which amounts are in addition to the Compensation upon Termination set forth in SECTION 3.3 herein: (i) Accrued Amounts; An amount equal to her current annualized Base Salary which shall be paid to Executive on a salary continuation basis according to the Company’s normal payroll practices over the 12 month period following the date the Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) a pro-rata portion (determined by multiplying An amount equal to the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Target Bonus for the performance year referenced in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; SECTION 2.1(b) (iii) continue his then current based upon her Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject ) which shall be paid to Executive when the mitigation provisions set forth below; and (iv) subject Annual Cash Bonus for such year is paid to Executive's continued copayment other executives of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation . (iii) Subject to continue to make such payments to Executive shall be reduced by (1) the gross amount Executive’s timely election of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), and (2) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of twelve (12) months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended. (iv) The Company shall accelerate the vesting of the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment within twelve months following the date of termination. (v) In addition to the benefits described in SECTION 3.4(a)(i), (ii) and (iii), in the event that there is a Change in Control of the Company and (1) the successor fails to assume and continue this Agreement, or (2) within ninety (90) days preceding or within six (6) months after the Change in Control (a) the Executive is terminated without Cause, or (b) Executive terminates for Good Reason, the Company shall (I) accelerate the vesting of (x) the Executive’s then-outstanding and unvested stock options, stock appreciation rights, restricted stock units or shares, or any other Company time-based equity compensation awards, to the extent that such awards would have vested solely upon the Executive’s continued employment, such that one hundred percent (100%) of such awards become vested in full and (y) the target level of the Executive’s then-outstanding performance stock units or other Company equity compensation awards that vest based on achievement of specified performance criteria, such that such awards become fully vested at the target level of award, (II) continue Executive’s Base Salary, as provided under SECTION 3.4(i) for 24 months rather than 12 months, and (III) pay Executive an amount equal to the Executive’s Target Bonus (under SECTION 2.1 (b), based upon her Base Salary as of the date of termination), which amount shall be paid to Executive when the Company pays the Annual Cash Bonus for the calendar year that commences immediately after Executive’s termination (and for clarity, shall be in addition to the Target Bonus paid to Executive under SECTION 3.4(ii) – such that Executive receives two Target Bonuses).

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 12, the Company shall: i. provide continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of nine months following the termination date on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and ii. if the Executive timely elects continued coverage under COBRA for himself and her covered dependents under the Company’s group health plans following such termination, then the Company shall pay that portion of the COBRA premiums that it was paying prior to the Executive’s termination date in order to continue the Executive’s and her covered dependents’ health insurance coverage in effect for himself (and her covered dependents) on the termination date until the earliest of: (i) Accrued Amountsnine (9) months following the termination date; (ii) a prothe date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executivesemployment; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; or (iii) continue his then current Base Salary as if his employment continued the date the Executive ceases to be eligible for a COBRA continuation coverage for any reason, including plan termination (such period of twelve (12) months from the termination date through the earlier of termination(i)-(iii), subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums“COBRA Payment Period”). Notwithstanding the foregoing, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section, the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the amount the Company would have paid COBRA premium for such benefits on behalf month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive if the benefits were provided to him as an employee. The continuation of health her rights under COBRA or ERISA for benefits under this subsection shall reduce plans and count against Executive's rights policies arising under her employment by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Company.

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, the Executive shall be entitled to: (a) payment of all accrued and unpaid Annual Salary and Benefits through the date of such termination (including any earned but unpaid Annual Bonus for a fiscal year ending prior to such termination); (b) payment of monthly severance payments equal to one-twelfth of Executive's Annual Salary for a period of twenty-four (24) months, or, at the discretion of the Board, a single sum payment equal to the discounted present value of such monthly payments (discounted at the highest interest rate in effect under any credit agreement to which the Company shall pay or provide is then a party); and (c) continuation of group health benefits for Executive with until the earlier of (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fractionCOBRA continuation coverage period due to Executive having other group health coverage or the Company ceasing to maintain group health coverage or (ii) twenty-four (24) months following termination, provided that if the continuation of group health benefits extends beyond the COBRA continuation coverage period applicable to the Executive, the numerator provision of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn coverage beyond such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, shall be subject to the mitigation provisions set forth below; and (iv) subject Company's insurance carrier agreeing to provide such coverage at a cost not in excess of 125% of the cost of providing such coverage to employees as of any date following the expiration of the Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance COBRA continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employeeperiod. The continuation of group health benefits provided hereby will be in lieu of any benefits otherwise available to Executive pursuant to COBRA. The severance benefits described in this Section 6.1 will be paid in lieu of and not in addition to any other severance arrangement maintained by the Company. Notwithstanding the foregoing, no amount will be paid under this subsection shall reduce Section 6.1 unless Executive executes and count against Executive's rights under delivers to the Consolidated Omnibus Budget Reconciliation Act Company a release substantially identical to that attached hereto as Exhibit I in a manner consistent with the requirements of 1985, as amended ("COBRA")the Older Workers Benefit Protection Act.

Termination Without Cause or for Good Reason. If the Executive's ’s employment is terminated during the Term by the Company is terminated without Cause or by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, then the Company shall will pay or provide the Executive with (i) Accrued Amountsall accrued, but unpaid, wages based on the Executive’s then current Base Salary, through the termination date; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued all accrued, but unpaid, vacation through the end of termination date, based on the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination’s then current Base Salary; (iii) continue all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies by the Executive within ten (10) business days of the Executive’s termination date; (iv) any earned but unpaid bonus relating to the year prior to the termination date; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the above amounts shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive separation payments equal, in the aggregate, to one and one-half times (1.5x) the sum of (A) the Executive’s then current Base Salary as Salary, and (B) the Executive’s average Bonus for the two (2) year period prior to the date of termination of employment (if his the termination of employment continued occurs prior to the date the Executive was eligible to earn two Bonuses, the average Bonus for the two (2) year period shall be deemed to be the Executive’s target Bonus in the year of termination). Payment of the separation payments shall be made in equal installments over a period of twelve eighteen (1218) months from the date of termination, subject to in accordance with the mitigation provisions Company’s regular payroll practices; provided, that the first of such payments shall not be made unless and until the Executive has satisfied the conditions set forth below; in Section 7.6(i) and the release required thereby has become irrevocable within sixty (iv60) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on days following the date of termination. If at ; provided, further, that if such sixty (60) day period spans two calendar years, and any time after Executive's termination while amounts payable during such sixty (60) day period constitute “nonqualified deferred compensation” for purposes of Code Section 409A, the Company is obligated hereunder to make first of such payments shall not commence before the first regular payroll payment date in the latter of Base Salary the two calendar years. The first installment payment made pursuant to the preceding sentence shall include all amounts that would have been paid between the date of termination and such first payroll payment date had they been payable on the applicable payroll date. Additionally, notwithstanding anything to the contrary in the Incentive Plan or continue such benefitsany award agreement, upon the Company’s termination of the Executive receives employment without Cause or the Executive’s termination for Good Reason, all of the Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof; provided, however, that to the extent an award (other than an option or stock appreciation right) is intended to qualify as performance-based compensation for providing services purposes of Section 162(m) of the Code, such award shall not vest as an employee or as an independent contractor from any person or entitya result of the termination of the Employee’s employment and shall, then Executive shall immediately notify the Company of instead, remain outstanding after such event termination and the Company's obligation to continue to make such payments to Executive shall be reduced by subject to the gross amount terms and conditions of the applicable award agreement and plan document (other than conditions related to continued employment). For the avoidance of doubt, settlement of any such payments and restricted stock units, the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice vesting of which Executive is accelerated pursuant to this Section 7.4, shall furnish occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the Companyapplicable award agreement regarding such units. Executive shall use good faith Except as set forth in this Section 7.4, Section 10.2(e) and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on ExecutiveSection 11, the Company shall pay Executive an amount equal have no other obligations to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection Agreement; however, the Executive shall reduce continue to be bound by Section 10 and count against Executive's rights under all other post-termination obligations to which the Consolidated Omnibus Budget Reconciliation Act Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of 1985this Agreement, as amended ("COBRA")provided herein.

Termination Without Cause or for Good Reason. If during the Employment Term, the Company terminates Executive's ’s employment without Cause or Executive terminates his employment with the Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to ▇▇▇ in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall pay to Executive the following: A. An amount equal to Executive’s Annual Base Salary earned through the date of termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination. ▇. ▇▇▇▇▇▇▇▇▇ payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Agreement terminates following commencement of such payments; provided, however, that in the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Code. C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the last day of the twenty-fourth (24th) month following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii)C. shall cease no later than the death of Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise except from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. D. The payments provided in this Section 3(d)(ii) shall represent the sole remedy for any claim Executive may have arising out of termination of this Agreement by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, the Company shall pay or provide Executive with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

Termination Without Cause or for Good Reason. If Subject to the terms and conditions of eligibility for Executive's employment ’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Separation Agreement and General Release as set forth in SECTION 6.10, if the Company is terminated by the Company other than for terminates Executive’s employment without Cause (other than a termination for Disability) or by Executive terminates her employment for Good Reason, the Company shall pay or provide Executive with to Executive, as severance benefits, which amounts are in addition to the Compensation upon Termination set forth in SECTION 3.3 herein: (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the An amount Executive would have received had employment continued through the end equal to 100% of the performance year by a fraction, the numerator of her Base Salary which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are shall be paid to other senior executives; provided that Executive on a salary continuation basis according to the Board determines that Company’s normal payroll practices over the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) months from month period following the date Executive incurs a Separation from Service, but in no event less frequently than monthly. (ii) An amount equal to 100% of terminationExecutive’s Target Bonus, subject which shall be paid to Executive in equal installments according to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for Company’s normal payroll practices over the twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on month period following the date Executive incurs a Separation from Service, but in no event less frequently than monthly. (iii) Subject to (1) Executive’s timely election of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance continuation coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("“COBRA"”), and (2) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for a period of twelve (12) months at the Company’s expense, provided that Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(iii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended, or other applicable law.

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, Executive will be entitled to: payment of all accrued and unpaid Annual Salary and accrued but unused vacation days through the date of such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company shall pay or provide ending prior to such termination; continuation of health care coverage for Executive with (and, to the extent covered immediately prior to the date of the termination, his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) Accrued Amounts; the end of the Severance Period, or (ii) Executive's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of semi-monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twenty-fourth of his Annual Salary as of the date of such termination, plus (ii) one- twenty-fourth the Average Annual Bonus, plus (iii) one-half of the monthly car allowance specified in Exhibit A; payment of a pro-rata portion (Annual Bonus for the fiscal year of termination, which bonus will be determined by multiplying the amount Executive would have received had employment continued Annual Bonus opportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the end date of the performance year by termination, times (ii) a fraction, the numerator of which is will be the number of days during elapsed in the performance fiscal year of termination that Executive is employed by the Company preceding Executive's termination, and the denominator of which is will 365. Such pro-rata Annual Bonus will be paid within thirty (30) of days following Executive's Annual Bonus termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the performance greater of (i) the time remaining until the Expiration Date, or (ii) the remainder of the fiscal year in which Executive's such termination occurs at the time that annual bonuses are paid occurs; and with respect to other senior executives; provided that the Board determines that the Company was on plan for any options then held by Executive to earn such bonus at purchase capital stock of the time Company, extension of termination; (iii) continue his then current Base Salary as if his employment continued for a the post-termination exercise period of twelve (12) months from such options to 90 days following the date end of termination, subject the Severance Period. The severance benefits described in this Section 6.1 will be paid in lieu of and not in addition to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and other severance arrangement maintained by the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

Termination Without Cause or for Good Reason. If Executive's employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good Reason, Executive will be entitled to: payment of all accrued and unpaid Annual Salary and accrued but unused vacation days through the date of such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company shall pay or provide ending prior to such termination; continuation of health care coverage for Executive with (and, to the extent covered immediately prior to the date of the termination, his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) Accrued Amounts; the end of the Severance Period, or (ii) Executive's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twelfth of his Annual Salary as of the date of such termination, plus (ii) one-twelfth the Average Annual Bonus, plus (iii) the monthly car allowance specified in Exhibit A; payment of a pro-rata portion (Annual Bonus for the fiscal year of termination, which bonus will be determined by multiplying the amount Executive would have received had employment continued Annual Bonus opportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the end date of the performance year by termination, times (ii) a fraction, the numerator of which is will be the number of days during elapsed in the performance fiscal year of termination that Executive is employed by the Company preceding Executive's termination, and the denominator of which is will 365. Such pro-rata Annual Bonus will be paid within thirty (30) of days following Executive's Annual Bonus termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the performance greater of (i) the time remaining until the Expiration Date, or (ii) the remainder of the fiscal year in which Executive's such termination occurs at the time that annual bonuses are paid occurs; and with respect to other senior executives; provided that the Board determines that the Company was on plan for any options then held by Executive to earn such bonus at purchase capital stock of the time Company, extension of termination; (iii) continue his then current Base Salary as if his employment continued for a the post-termination exercise period of twelve (12) months from such options to 90 days following the date end of termination, subject the Severance Period. The severance benefits described in this Section 6.1 will be paid in lieu of and not in addition to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and other severance arrangement maintained by the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 11: (i1) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end payment of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current ’s Base Salary as if his employment continued in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months from following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1))); (2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, subject then the Company shall pay the COBRA premiums necessary to continue the mitigation provisions set forth below; Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (ivi) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive following the termination date (and eligible dependentsthe “COBRA Severance Period”); (ii) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of termination(i)-(iii), the “COBRA Payment Period”). If Notwithstanding the foregoing, if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section 8(d)(2), the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (3) in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company would have paid has not determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination; or (ii) the amount of the Annual Bonus as already determined by the Board in good faith for such benefits on behalf of Executive the performance year immediately prior to the year in which the Executive’s termination occurs if the benefits were provided Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to him the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured; 177505654 v5 6. (4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under determined by the Consolidated Omnibus Budget Reconciliation Act of 1985Board in good faith, payable in either case as amended a lump sum payment on the Company’s first ordinary payroll date occurring on or after the General Release effective date ("COBRA").namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and

Termination Without Cause or for Good Reason. If the Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disabilityand not due to Disability or death) or by the Executive for Good Reason, then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 12, the Company shall: i. provide continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of nine (9) months following the termination date on the Company’s regular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and ii. if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay that portion of the COBRA premiums that it was paying prior to the Executive’s termination date in order to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of: (i) Accrued Amountsnine (9) months following the termination date; (ii) a prothe date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executivesemployment; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; or (iii) continue his then current Base Salary as if his employment continued the date the Executive ceases to be eligible for a COBRA continuation coverage for any reason, including plan termination (such period of twelve (12) months from the termination date through the earlier of termination(i)-(iii), subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums“COBRA Payment Period”). Notwithstanding the foregoing, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If if at any time after Executive's termination while the Company is obligated hereunder determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to make such payments of Base Salary or continue such benefitsthe 2010 Patient Protection and Affordable Care Act, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entityamended by the 2010 Health Care and Education Reconciliation Act), then Executive shall immediately notify the Company in lieu of such event and the Company's obligation paying COBRA premiums pursuant to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executivethis Section, the Company shall pay the Executive an amount on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the amount the Company would have paid COBRA premium for such benefits on behalf month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive if the benefits were provided to him as an employee. The continuation of health his rights under COBRA or ERISA for benefits under this subsection shall reduce plans and count against Executive's rights policies arising under his employment by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")Company.

Termination Without Cause or for Good Reason. If (i) The Company may terminate Executive's employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, Executive shall pay be entitled to the following in lieu of any payments or provide Executive with benefits under any severance program or policy of the Company. (i) the Accrued Amounts; Amounts plus a lump sum cash amount equal to the Target Bonus for Executive for the year of termination pro-rated based on the number of days from the beginning of the year through the date of termination divided by the total number of days in the year of termination; (ii) a pro-rata portion (determined by multiplying lump sum cash severance payment equal to the amount unpaid balance of the Base Salary and the Target Bonuses Executive would have received had employment continued through been entitled to for the end balance of the performance year by a fractionthen-current Term measured from the Date of Termination to the expiration date of the Term, but in no event shall such lump sum be less than three times the numerator sum of which is (X) Executive's Base Salary and (Y) annual bonus; the number of days severance payable shall be computed based upon (A) Executive's highest Base Salary in effect at any time during the performance year of termination that Executive is employed by his employment with the Company and the denominator of which is 365(B) of Executive's Annual Bonus actual annual bonus as provided for in this Agreement for the performance most recent completed fiscal year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that of the Company was on plan for Executive prior to earn such bonus at the time Date of termination; Termination; (iii) continue his then current Base Salary as if his employment continued coverage for a period of twelve (12) thirty-six months from the date of termination, subject to the mitigation provisions set forth below; and (iv) subject to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect commencing on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, until Executive receives compensation comparable coverage (determined on a benefit-by-benefit basis) from a subsequent employer (A) for providing services as an employee or as an independent contractor from any person or entityExecutive (and his eligible dependents, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided if any) under the Company's health or plans (including medical and dental) and other welfare benefit plans on the same basis as such coverage is made available to executives employed by the Company (including, without jeopardizing limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company-provided life insurance and disability insurance policies and plan under which Executive was insured immediately prior to the tax status date of such plans, for underwriting reasons or because termination; and (iv) notwithstanding any contrary provisions of the tax impact on Executivegrants of Options and Restricted Shares or Section 3(c) above, full vesting of all Options and Restricted Shares previously granted to Executive (without regard to whether the Company time requirements of the Time-Vesting Option have been met and without regard to whether the performance requirements of the Performance-Vesting Options have been met) and the restrictions thereon shall pay Executive an amount equal to the amount the Company would have paid immediately lapse and all Options not previously exercisable shall become exercisable immediately and all outstanding Options shall remain exercisable for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")their originally scheduled respective terms.

Termination Without Cause or for Good Reason. If Executive's ’s employment by the Company is terminated by the Company other than for without Cause (other than a termination for Disability) or by Executive for Good ReasonReason more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) subject to Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable within ten (10) days following the effective date of Executive’s Release (as defined below); plus (C) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (D) subject to Executive’s continued compliance with Section 5, the Company shall pay or for and provide Executive and such eligible dependents with (i) Accrued Amounts; (ii) a pro-rata portion (determined by multiplying lump sum payment sufficient to pay the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus premiums for life insurance benefits coverage for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary as if his employment continued for a period of twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within ten (10) days following the effective date of Executive’s Release and ; and (E) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months from following the date of termination, subject Executive shall be entitled to executive-level outplacement services at the mitigation provisions set forth below; and Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. (ivF) subject To the extent Executive is entitled to Executive's continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of termination. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entitybenefits under Section 4(d)(ii), then Executive shall immediately notify receive the Company of such event and the Company's obligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because described in Section 4(d)(ii) in lieu of the tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such payments and benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under described in this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"Section 4(d)(i).

Termination Without Cause or for Good Reason. If Executive's employment In the event of a termination by the Company is terminated Corporation without Cause or by the Company other than for Cause (other than a termination for Disability) or by Executive for Good Reason, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, Section 9, Section 10, Section 11 and Section 14 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto (the “Release”) and such Release becoming effective within the applicable time period set forth in the Release, (the “Release Execution Period”), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to one (1) times the Executive’s Base Salary, less customary and required taxes and employment-related deductions, which shall be paid with regular payroll within thirty (30) calendar days following the Termination Date; and (b) upon determination by the Corporation’s Board of Directors or Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant a bonus, and if such bonus is granted, the amount, form and payment schedule. For the avoidance of doubt, Executive shall not be entitled to any bonus solely for reason of termination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive. (c) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay or provide reimburse the Executive with for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) Accrued Amountsthe three-month anniversary of the Termination Date; (ii) a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through date the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that Executive is employed by the Company no longer eligible to receive COBRA continuation coverage; and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) continue his then current Base Salary the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.4(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.4(c) in a manner as if his employment continued is necessary to comply with the ACA. (d) Consistent with the terms of any equity incentive plan of the Company, as approved by the stockholders, as applicable: (i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for a period of twelve (12) months from the date of termination, subject Termination Date; and (ii) all outstanding performance-based equity compensation awards granted to the mitigation provisions set forth below; Executive during the Term of Employment shall remain outstanding and (iv) subject to Executive's continued copayment shall vest or be forfeited in accordance with the terms of premiumsthe applicable award agreements, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents) upon if the same terms and conditions (except for the requirements of Executive's continued employment) in effect on the date of terminationapplicable performance goals are satisfied. If at any time after Executive's termination while the Company is obligated hereunder to make The determination whether such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive performance goals are satisfied shall be reduced by in the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be provided under the Company's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because sole discretion of the tax impact on Executive, Compensation Committee or the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985Board, as amended ("COBRA")the case may be.