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

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disability, or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment of his base salary, less applicable withholding, in accordance with the Company’s normal payroll procedures, for twenty-four (24) months following the termination of ▇▇▇▇▇▇▇▇’▇ employment; and (ii) additional vesting of 150,000 otherwise unvested Options; and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇ and his dependents for a period ending on the earlier of: (A) twenty-four (24) months following the termination or (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits program. To the extent these payments are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then reimbursement for an eligible expense must be made on or before the last day of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense was incurred. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount or benefits described in Section 6(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disabilitywithout Cause, or if ▇▇▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the sum of (A) ▇▇▇▇▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the average of the three most recent annual Performance Bonuses received by ▇▇▇▇▇▇▇▇▇▇ preceding the date of his base salarytermination, less applicable withholding, payable in accordance with the Company’s normal payroll procedures, for twenty-four equal installments over a twelve (2412) months month period following the termination of ▇▇▇▇▇▇▇▇▇▇’▇ employment; andemployment in accordance with the Company’s normal payroll procedures, provided, however, that for purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇▇▇ shall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 otherwise such portion of outstanding unvested Optionsequity awards issued under the 2008 Plan on or following the Effective Date, as would have vested had ▇▇▇▇▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) receive continued Company provided insurance if ▇▇▇▇▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four twelve (2412) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, as amended (i) vested equity awards issued under the “Code”), then reimbursement for an eligible expense must be made 2008 Plan on or before following the last day Effective Date and held by ▇▇▇▇▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇▇▇▇▇’▇ taxable year following termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disabilitywithout Cause, or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the sum of (A) ▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the average of the three most recent annual Performance Bonuses received by ▇▇▇▇▇▇ preceding the date of his base salarytermination, less applicable withholding, payable in equal installments over a twelve (12) month period following the termination of ▇▇▇▇▇▇’▇ employment in accordance with the Company’s normal payroll procedures, provided, however, that for twenty-four (24) months following the termination purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇’▇ employment; andshall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 otherwise such portion of outstanding unvested Optionsequity awards issued under the 2008 Plan on or following the Effective Date, as would have vested had ▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇ and his dependents for a period ending on the earlier of: (A) twenty-four twelve (2412) months following the termination or (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits program. To the extent these payments are subject to Section 409A of the Internal Revenue Code of 1986, as amended amended, and the interpretive guidance issued thereunder (the “CodeSection 409A”), then reimbursement for an eligible expense must be made on or before the last day of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense was incurred. For the avoidance of doubt, (i) vested equity awards issued under the 2008 Plan on or following the Effective Date and held by ▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇’▇ termination of employment pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ In the event (x) the Executive's employment hereunder is terminated by the Company for any reason without Cause, other than for Cause due to Disability or by reason of his death or disabilitydeath, or if ▇▇▇▇▇▇▇▇’▇ (y) the Executive terminates his employment is terminated by ▇▇▇▇▇▇▇▇ for Good ReasonReason hereunder at his initiative within 60 days following the occurrence of a Good Reason which has not been cured by the Company within 20 calendar days of receipt of notice thereof from the Executive, ▇▇▇▇▇▇▇▇ the Executive shall be entitled toto the following benefits: (i) receive Base Salary through the date of termination; (ii) a Pro-Rata annual incentive award for the year of termination, based on the target bonus for such year, payable promptly following such termination; (iii) a lump sum payment in an amount equal to two times the Executive's Base Salary, determined as provided in the last sentence of this Section 14(d), payable promptly following such termination; (iv) a lump sum payment in an amount equal to two times the Executive's target annual incentive award for the year of termination, payable promptly following such termination; (v) all outstanding stock options shall become fully vested and exercisable and shall remain exercisable for a period equal to the lesser of five years and the remainder of their originally scheduled terms; (vi) two additional years of service for the purpose of determining the supplemental pension benefit pursuant to Section 10; provided, however, that the total number of years of service taken into account in determining such benefit shall in no event exceed ten (10); and (vii) continued payment participation in all medical, dental, vision and hospitalization insurance coverage and benefits and in all other employee and senior-level executive welfare benefit plans, programs and arrangements in which he was participating on the date of the termination of his base salaryemployment, less applicable withholding, in accordance with on the same terms and conditions as if he had remained employed by the Company’s normal payroll procedures, for twenty-four (24) a period equal to 24 months following the termination of ▇▇▇▇▇▇▇▇’▇ his employment; and (iiprovided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described above shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that, to the extent that the Company's plans, programs and arrangements do not permit such continuation of the Executive's participation following his termination, the Company shall provide the Executive, no less frequently than quarterly in advance with an amount which, after taxes, is sufficient for him to purchase equivalent benefits. For purposes of Section 14(d)(iv) additional vesting of 150,000 otherwise unvested Options; and (iii) receive continued Company provided insurance benefits with the costs borne above, Base Salary shall be determined by the Company for ▇▇▇▇▇▇▇▇ and his dependents for a period ending Base Salary at the annualized rate in effect on the earlier of: (A) twenty-four (24) months following the date of termination or (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits program. To the extent these payments are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then reimbursement for an eligible expense must be made on or before the last day of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense was incurred. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) days of ▇▇▇▇▇▇▇▇’▇ termination of Executive´s employment, and no payments pursuant to Section 6(b) shall be made provided however, if, prior to the termination of the Executive's employment pursuant to this Section 14(d), the Base Salary has been reduced without the Executive's consent, the Base Salary in effect on the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release of termination of the Executive's employment shall be deemed to be the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made Base Salary as in effect prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount or benefits described in Section 6(b)reduction.

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for without Cause or (including due to a Non-Renewal of the Term by reason of his death or disabilitythe Company), or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the product of two (2) times the sum of (A) ▇▇▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the greater of (x) the average of the three (3) most recent annual Performance Bonuses received by ▇▇▇▇▇▇▇▇ preceding the date of his base salarytermination or (y) ▇▇▇▇▇▇▇▇’▇ target annual Performance Bonus in effect as of the date of his termination, less applicable withholding, payable in accordance with the Company’s normal payroll procedures, for equal installments over a twenty-four (24) months month period following the termination of ▇▇▇▇▇▇▇▇’▇ employment; andemployment in accordance with the Company’s normal payroll procedures, provided, however, that for purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇ shall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 such portion of outstanding unvested equity awards issued under the 2008 Plan as would have vested based solely on the passage of time and continued employment had ▇▇▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii) (provided, that any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance shall be governed by the terms of the applicable award agreement(s), except as otherwise unvested Optionsprovided herein); and (iii) receive continued Company provided insurance if ▇▇▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four (24) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, vested equity awards issued under the 2008 and held by ▇▇▇▇▇▇▇▇ as amended of the date of termination (the “Code”), then reimbursement for an eligible expense must be made on or before the last day of including awards that vested upon ▇▇▇▇▇▇▇▇’▇ taxable year following termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-seventy- fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If R▇▇▇▇▇▇▇▇’▇ ’ employment is terminated by the Company for any reason other than for without Cause or (including due to a Non-Renewal of the Term by reason of his death or disabilitythe Company), or if R▇▇▇▇▇▇▇▇’▇ ’ employment is terminated by ▇▇▇R▇▇▇▇▇ for Good Reason, ▇▇▇R▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the sum of (A) R▇▇▇▇▇’ base salary as in effect on the date of termination, and (B) the greater of (x) the average of the three (3) most recent annual Performance Bonuses received by R▇▇▇▇▇ preceding the date of his base salarytermination or (y) R▇▇▇▇▇’ target annual Performance Bonus in effect as of the date of his termination, less applicable withholding, payable in equal installments over a twelve (12) month period following the termination of R▇▇▇▇▇’ employment in accordance with the Company’s normal payroll procedures, provided, however, that for twenty-four purposes of this Section 5(b)(i), R▇▇▇▇▇ shall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (24ii) immediate vesting of such portion of outstanding unvested equity awards issued under the 2008 Plan as would have vested based solely on the passage of time and continued employment had R▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of ▇▇▇▇▇▇▇▇’▇ employment; and the applicable award agreement shall apply and supersede this Section 5(b)(ii) (ii) additional vesting provided, that any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance shall be governed by the terms of 150,000 the applicable award agreement(s), except as otherwise unvested Optionsprovided herein); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for if R▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits for R▇▇▇▇▇ and his dependents dependents, R▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four twelve (2412) months following the termination or termination, (B) the date ▇▇▇R▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date R▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, vested equity awards issued under the 2008 Plan and held by R▇▇▇▇▇ as amended of the date of termination (the “Code”), then reimbursement for an eligible expense must be made on or before the last day of including awards that vested upon R▇▇▇▇▇▇▇▇’▇ taxable year following ’ termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇R▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to R▇▇▇▇▇▇▇▇’▇ ’ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇R▇▇▇▇▇ within ten (10) business days of R▇▇▇▇▇▇▇▇’▇ ’ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇R▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇R▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following R▇▇▇▇▇▇▇▇’▇ ’ termination of employment. ▇▇▇R▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ ’ employment is terminated by the Company for any reason other than for without Cause or (including due to a Non-Renewal of the Term by reason of his death or disabilitythe Company), or if ▇▇▇▇▇▇▇▇’▇ ’ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the sum of (A) ▇▇▇▇▇▇’ base salary as in effect on the date of termination, and (B) the greater of (x) the average of the three (3) most recent annual Performance Bonuses received by ▇▇▇▇▇▇ preceding the date of his base salarytermination or (y) ▇▇▇▇▇▇’ target annual Performance Bonus in effect as of the date of his termination, less applicable withholding, payable in equal installments over a twelve (12) month period following the termination of ▇▇▇▇▇▇’ employment in accordance with the Company’s normal payroll procedures, provided, however, that for twenty-four (24) months following the termination purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇’▇ employment; andshall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 such portion of outstanding unvested equity awards issued under the 2008 Plan as would have vested based solely on the passage of time and continued employment had ▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii) (provided, that any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance shall be governed by the terms of the applicable award agreement(s), except as otherwise unvested Optionsprovided herein); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for if ▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits for ▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four twelve (2412) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, vested equity awards issued under the 2008 Plan and held by ▇▇▇▇▇▇ as amended of the date of termination (the “Code”), then reimbursement for an eligible expense must be made on or before the last day of including awards that vested upon ▇▇▇▇▇▇▇▇’▇ taxable year following ’ termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ ’ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ ’ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ ’ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount or benefits described in Section 6(b).ten

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for without Cause or (including due to a Non-Renewal of the Term by reason of his death or disabilitythe Company), or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the product of two (2) times the sum of (A) ▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the greater of (x) the average of the three (3) most recent annual Performance Bonuses received by ▇▇▇▇▇▇ preceding the date of his base salarytermination or (y) ▇▇▇▇▇▇’▇ target annual Performance Bonus in effect as of the date of his termination, less applicable withholding, payable in equal installments over a twenty-four (24) month period following the termination of ▇▇▇▇▇▇’▇ employment in accordance with the Company’s normal payroll procedures, provided, however, that for twenty-four (24) months following the termination purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇’▇ employment; andshall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 such portion of outstanding unvested equity awards issued under the 2008 Plan as would have vested based solely on the passage of time and continued employment had ▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii) (provided, that any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance shall be governed by the terms of the applicable award agreement(s), except as otherwise unvested Optionsprovided herein); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for if ▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits for ▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four (24) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, as amended (vested equity awards issued under the “Code”), then reimbursement for an eligible expense must be made on or before the last day of 2008 Plan and held by ▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇’▇ taxable year following termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ ’ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disabilitywithout Cause, or if ▇▇▇▇▇▇▇▇’▇ ’ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the sum of (A) ▇▇▇▇▇▇’ base salary as in effect on the date of termination, and (B) the average of the three most recent annual Performance Bonuses received by ▇▇▇▇▇▇ preceding the date of his base salarytermination, less applicable withholding, payable in equal installments over a twelve (12) month period following the termination of ▇▇▇▇▇▇’ employment in accordance with the Company’s normal payroll procedures, provided, however, that for twenty-four (24) months following the termination purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇’▇ employment; andshall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 otherwise such portion of outstanding unvested Optionsequity awards as would have vested had ▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for if ▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits for ▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four twelve (2412) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, as amended (i) vested equity awards issued under the “Code”), then reimbursement for an eligible expense must be made 2008 Plan on or before following the last day Effective Date and held by ▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇▇▇’▇ taxable year following ’ termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ ’ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ ’ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ ’ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disabilitywithout Cause, or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the product of two (2) times the sum of (A) ▇▇▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the average of the three most recent annual Performance Bonuses received by ▇▇▇▇▇▇▇▇ preceding the date of his base salarytermination, less applicable withholding, payable in accordance with the Company’s normal payroll procedures, for equal installments over a twenty-four (24) months month period following the termination of ▇▇▇▇▇▇▇▇’▇ employment; andemployment in accordance with the Company’s normal payroll procedures, provided, however, that for purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇ shall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 otherwise such portion of outstanding unvested Optionsequity awards issued under the 2008 Plan on or following the Effective Date, as would have vested had ▇▇▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇ and his dependents for a period ending on the earlier of: (A) twenty-four (24) months following the termination or (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits program. To the extent these payments are subject to Section 409A of the Internal Revenue Code of 1986, as amended amended, and the interpretive guidance issued thereunder (the “CodeSection 409A”), then reimbursement for an eligible expense must be made on or before the last day of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense was incurred. For the avoidance of doubt, (i) vested equity awards issued under the 2008 Plan on or following the Effective Date and held by ▇▇▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇▇▇’▇ termination of employment pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disabilitywithout Cause, or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the product of two (2) times the sum of (A) ▇▇▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the average of the three most recent annual Performance Bonuses received by ▇▇▇▇▇▇▇▇ preceding the date of his base salarytermination, less applicable withholding, payable in accordance with the Company’s normal payroll procedures, for equal installments over a twenty-four (24) months month period following the termination of ▇▇▇▇▇▇▇▇’▇ employment; andemployment in accordance with the Company’s normal payroll procedures, provided, however, that for purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇ shall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 otherwise such portion of outstanding unvested Optionsequity awards issued under the 2008 Plan on or following the Effective Date, as would have vested had ▇▇▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) receive continued Company provided insurance if ▇▇▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four (24) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, as amended (i) vested equity awards issued under the “Code”), then reimbursement for an eligible expense must be made 2008 Plan on or before following the last day Effective Date and held by ▇▇▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇▇▇’▇ taxable year following termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ employment is terminated by the Company for any reason other than for Cause or by reason of his death or disabilitywithout Cause, or if ▇▇▇▇▇▇▇▇’▇ employment is terminated by ▇▇▇▇▇▇▇▇ for Good Reason, ▇▇▇▇▇▇▇▇ shall be entitled to: (i) receive continued payment an amount equal to the product of two (2) times the sum of (A) ▇▇▇▇▇▇’▇ base salary as in effect on the date of termination, and (B) the average of the three most recent annual Performance Bonuses received by ▇▇▇▇▇▇ preceding the date of his base salarytermination, less applicable withholding, payable in equal installments over a twenty-four (24) month period following the termination of ▇▇▇▇▇▇’▇ employment in accordance with the Company’s normal payroll procedures, provided, however, that for twenty-four (24) months following the termination purposes of this Section 5(b)(i), ▇▇▇▇▇▇▇▇’▇ employment; andshall be considered to have received a Performance Bonus of $0 for any year in which a Performance Bonus is not actually paid; (ii) additional immediate vesting of 150,000 otherwise such portion of outstanding unvested Optionsequity awards issued under the 2008 Plan on or following the Effective Date, as would have vested had ▇▇▇▇▇▇ remained employed for an additional twelve (12) months following the date of termination, unless the applicable award agreement(s) provides for more favorable vesting treatment in the event of a termination described in this Section 5(b), in which case the terms of the applicable award agreement shall apply and supersede this Section 5(b)(ii); and (iii) receive continued Company provided insurance benefits with the costs borne by the Company for if ▇▇▇▇▇▇ qualifies for and elects COBRA continuation coverage with respect to health benefits for ▇▇▇▇▇▇ and his dependents dependents, ▇▇▇▇▇▇ shall receive cash payments equal to the amount of such COBRA premiums for a the period ending on the earlier of: (A) twenty-four (24) months following the termination or termination, (B) the date ▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits programprogram or (C) the date ▇▇▇▇▇▇ otherwise becomes ineligible for continuation coverage pursuant to COBRA. To Notwithstanding the extent these payments are subject foregoing, this Section 5(b)(iii) shall cease to Section 409A apply as of the Internal Revenue Code effective date of 1986any regulation or other guidance under which payment of such component would be deemed to violate any nondiscrimination requirements under the Patient Protection and Affordable Care Act. For the avoidance of doubt, as amended (i) vested equity awards issued under the “Code”), then reimbursement for an eligible expense must be made 2008 Plan on or before following the last day of Effective Date and held by ▇▇▇▇▇▇ as of the date of termination (including awards that vested upon ▇▇▇▇▇▇’▇ taxable year following termination of employment pursuant to this Agreement) shall otherwise remain subject to the taxable year in which terms and conditions of the expense was incurredapplicable award agreement(s) and the 2008 Plan, and (ii) the treatment of equity awards issued under the 2008 Plan (or any predecessor plan) prior to the Effective Date shall be governed by the terms and conditions of the applicable award agreement(s) and plan. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b5(b) unless and until ▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, consistent with Section 10 below Company (the “Release”), in a form reasonably satisfactory to the Company, and the execution of such Release shall be a condition to ▇▇▇▇▇▇▇▇’▇ rights under this Section 6(b5(b). Such Release shall be delivered to ▇▇▇▇▇▇▇▇ within ten (10) business days of ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b5(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt of the same from the Company as a condition to receiving any amount payments or benefits described in Section 6(b5(b).

Termination Without Cause or Termination for Good Reason. If ▇▇▇▇▇▇▇▇’▇ ▇▇’ employment is terminated by the Company for any reason other than for Cause or by reason of his her death or disability, or if ▇▇▇▇▇▇▇▇’▇ ▇▇’ employment is terminated by ▇▇▇▇▇▇▇▇ Georgiadis for Good Reason, ▇▇▇▇▇▇▇▇▇▇ shall be entitled toto any earned and unpaid Base Salary, any earned and unpaid Annual Bonus for the Company fiscal year prior to the year of her termination, and any accrued and unused paid time off, and shall: (i) receive continued payment of his base salaryher Base Salary (as in effect prior to any diminution constituting Good Reason), less applicable withholding, in accordance with the Company’s normal payroll procedures, for twenty-four a period of twelve (2412) months following the termination of ▇▇▇▇▇▇▇▇’▇ ▇▇’ employment; and; (ii) additional vesting receive as a lump sum an amount equal to one hundred percent (100%) of 150,000 otherwise unvested Options; andthe ▇▇▇▇▇▇▇▇▇▇’ Annual Bonus target for the Company fiscal year in which termination occurs; (iii) receive immediate vesting of the sum (not in excess of the total number of RSUs subject to the Additional RSU Award) of (A) 12/56 of the number of RSUs subject to the Additional RSU Award and (B) the positive difference between (x) the number of RSUs that would have vested under the Additional RSU Award to the date of such termination of employment had vesting been determined at the rate of 1/56 of the total number of RSUs subject to the Additional RSU Award for each month of ▇▇▇▇▇▇▇▇▇▇’ employment measured from the Effective Date and (y) the number of RSUs that actually have vested under the Additional RSU Award to the date of such termination of employment determined in accordance with Section 5(a)(ii) above; and (iv) receive continued Company provided medical and other insurance benefits with the costs borne by the Company for ▇▇▇▇▇▇▇▇▇▇ and his her dependents for a period ending on until such time as she has secured insurance benefits through another organization’s benefits program, not to exceed twelve (12) months, provided that the earlier of: (A) twenty-four (24) months following Company may provide such medical benefits through the termination or (B) the date reimbursement of premiums paid by ▇▇▇▇▇▇▇▇▇▇ has secured comparable benefits through another organization’s benefits program. To for continued health care coverage in accordance with the extent these payments are subject to Section 409A Consolidated Omnibus Reconciliation Act of the Internal Revenue Code of 1986, as amended (the “Code”), then reimbursement for an eligible expense must be made on or before the last day of ▇▇▇▇▇▇▇▇’▇ taxable year following the taxable year in which the expense was incurred1985. Notwithstanding anything to the contrary herein, no payments shall be due under this Section 6(b) (other than payment of any earned and unpaid Base Salary, any earned and unpaid Annual Bonus for the Company fiscal year prior to the year of her termination, and any accrued and unused paid time off) unless and until ▇▇▇▇▇▇▇▇▇▇ shall have executed a general release and waiver of claims against the Company, Company in the form attached hereto as Exhibit D and consistent with Section 10 below 9 below, and such release has become effective in accordance with its terms on or before the 60th day following ▇▇▇▇▇▇▇▇▇▇’ termination of employment. Subject to such effective release, (x) payment of the “Release”), severance payments described in a form reasonably satisfactory to Section 6(b)(i) shall begin on the Companyfirst regular payroll date following such 60th day, and the initial payment shall include that portion of such severance payments that would otherwise have been payable on the Company’s regular payroll dates occurring between the date of ▇▇▇▇▇▇▇▇▇▇’ termination of employment and the initial severance payment date; and (y) payment of the amount described in Section 6(b)(ii) shall be made within ten (10) days following such 60th day. The execution of such Release general release and waiver shall be a condition to ▇▇▇▇▇▇▇▇’▇ ▇▇’ rights under this Section 6(b) (other than as described above). Such Release shall be delivered The Company also agrees to cooperate with ▇▇▇▇▇▇▇▇▇▇ within ten in good faith to draft announcements (10both for internal Company and external dissemination) days that will be communicated following termination of her employment with the Company under Section 6(b). The Company agrees to provide a Mutual Release of Claims between ▇▇▇▇▇▇▇▇’▇ termination of employment, and no payments pursuant to Section 6(b) shall be made prior to the date that both (i) ▇▇▇▇▇▇▇▇ has delivered an original, signed Release to the and Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that ▇▇▇▇▇▇▇▇ had not yet delivered an original, signed Release (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following simultaneously with ▇▇▇▇▇▇▇▇’▇ termination of employment. ▇▇▇▇▇▇▇▇ must deliver an original, signed Release to the Company within ten (10) business days (or such longer period if required by law) after receipt ’ execution of the same from the Release attached hereto as Exhibit D, if Company as a condition to receiving any amount or benefits described in Section 6(b)has no claim against her.