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

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 resign at any time for Good ReasonReason (as defined below). The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates.257488580 v2 (b) Unless In the Executive complies event Executive’s employment with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release Company is terminated by the Executive. No other payments Company without Cause, or benefits shall be due Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under this Agreement to the ExecutiveTreasury Regulation Section 1.409A-1(h), but the Executive shall be entitled without regard to any amounts earnedalternative definition thereunder, accrued a “Separation from Service”), and owing, but not yet paid under Section 2 and any benefits accrued and due provided that Executive remains in accordance compliance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of this Agreement, subject to Section 6(b)5.7, upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, receive the following: (i) A lump sum cash payment equal to 1.0 times The Company shall pay Executive any earned but unpaid base salary accrued through the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or and all accrued but unused PTO, at the end of the revocation period for the Releaserates then in effect, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay periodless standard deductions and withholdings. (ii) A pro rata bonus payment The Company shall pay Executive, as severance, twelve (12) months of Executive’s Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the twelve (12) month period following Executive’s Separation from Service; provided, however, that no payments will be made prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the Severance that Executive would have received on or prior to such date under the standard payroll schedule but for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus delay while waiting for the year 60th day in which compliance with Code Section 409A, with the Executive’s termination occurs, balance of the Severance being paid as determined originally scheduled. (iii) To the extent the Executive has actually achieved any of the performance goals set by the Compensation CommitteeBoard for such calendar year, the Company shall pay Executive a prorated Annual Bonus (calculated as the Annual Bonus that would have been paid for the entire calendar year multiplied by a fraction, the numerator of which is equal to the number of days during which the Executive was employed by the Company worked in the year of the Executive’s terminationapplicable calendar year, and the denominator of which is 365. The payment described equal to the total number of days in this clause such year). (iv) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) nine (9) months following Executive’s Separation from Service; (ii) shall the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be payable within 30 days after eligible for COBRA continuation coverage for any reason, including plan termination. In the Executive’s date event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of termination such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (or at the end including, without limitation, Section 2716 of the revocation period for the Release, if laterPublic Health Service Act), or if a six-month delay is required the Company instead shall pay to comply with section 409A of the CodeExecutive, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under of each calendar month, a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive fully taxable cash in lieu of such coverage in an amount payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s after-eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspremiums.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the (a) The Company may remove Executive at any time without Cause (as defined in Section 11 below2.8) or if from the position in which Executive resigns for Good Reason is employed hereunder (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), which case the provisions of this Section 6 Employment Term shall apply. (abe deemed to have ended) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior written notice to the Executive; provided provided, however, that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and the Trust and Executive shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 2.1 for Good ReasonReason (as defined in Section 2.8). The Executive shall give the Company not less than 30 thirty (30) days’ prior written notice of such resignation. On This provision shall not apply if Executive’s employment is terminated by the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member Company on account of the Board, related to the Company and its parents, subsidiaries and affiliatesExecutive’s death or Disability. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination Upon any removal or resignation under described in Section 6(a2.1(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due or earned in accordance with the terms of any applicable benefit plans and programs of the CompanyCompany and the Trust. (c) Notwithstanding the provisions of Section 6(b2.1(b), upon termination or resignation, as applicable, under Section 6(a) above, if in the event that Executive executes and does not revoke a written releaserelease upon such removal or resignation, substantially in a the form acceptable to attached hereto as Exhibit A (the Company, in its sole discretion“Release”), of any and all claims against the Company and the Trust and all related parties with respect to all matters arising out of the Executive’s employment by the CompanyCompany and the Trust, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company and the Trust under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives2.1(b), the following: (i) A Executive shall receive a lump sum cash payment equal to 1.0 the sum of (x) three (3) times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date Date of terminationTermination (as defined in Section 2.8), and (y) plus 1.00 three (3) times the Executive’s target annual cash bonus for the year Incentive Pay (as defined in which the Section 2.8). Such payment shall be made within fifteen (15) days after Executive’s date Date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (Termination or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by For a fraction, the numerator period of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause thirty-six (ii36) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period months following the Executive’s termination or until Date of Termination, Executive shall continue to receive the date on which the Executive is eligible for medical, prescription drug, dental, disability, and life insurance coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as at the same premium rate as may be changed by the Company charged from time to time for employees of the Company generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The To the extent applicable, the COBRA health care continuation coverage period under section 4980B of the Code, Code shall run concurrently with the foregoing 12thirty-six (36) month benefit period;. (iii) Executive shall receive as of his Date of Termination a restricted Share award grant equal to the total number of restricted Shares that Executive would have received pursuant to Sections 1.8(b)(i) and (ii) of the Agreement as if he continued in employment for the period between his Date of Termination and the remaining period of the Employment Term. The total number of Shares Executive shall receive shall be equal to the minimum number of restricted Shares described in such Sections for such period. Such Shares shall be fully vested on the date of grant and shall be subject to such other terms and conditions set forth in the Trust’s standard Share award agreement for such awards under the Equity Plan or such other plan. Notwithstanding the foregoing, in the event that the Trust is a privately-held entity as of the date of the Executive’s Date of Termination or if there is a limitation on the Executive’s ability to liquidate the Shares as of the date of the Executive’s Date of Termination (other than a limitation imposed by applicable securities laws), in lieu of the restricted Share award described in this subsection (iii), the Executive may require, in his sole discretion, that the Company pay to Executive a lump sum cash amount equal to the fair market value, determined as the Executive’s Date of Termination, of the Shares that Executive would have otherwise been granted pursuant to this subsection (iii). Such payment shall be made within fifteen (15) days after Executive’s Date of Termination or the end of the revocation period for the Release, if later. (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding Notwithstanding any provision to the contrary in any other agreement governing such applicable plan, program or agreement, all outstanding stock options, for a period restricted Shares and other equity rights held by Executive as of six (6) months after Executive’s Date of Termination shall become fully vested and/or exercisable, as applicable, as of the Executive’s date Date of termination; provided, however, Termination. All outstanding stock options and other equity rights that in no event will have an exercise period shall remain exercisable until the option be exercisable beyond its end of their applicable original term or later than the latest date that will avoid adverse tax consequences to the Executive; andterm. (v) Any Lump sum payment equal to twenty percent (20%) of the Executive’s Base Salary in order to cover the cost of outplacement assistance services for Executive. (vi) Executive shall receive any other amounts earned, accrued and or owing but not yet paid under Section 2 1 above and any benefits accrued and due under or earned in accordance with the terms of any applicable benefit plans and programs of the Company, whether or not Company and the terms of such plan or program otherwise require an employee Trust. All amounts paid to Executive pursuant to this subsection (c) shall be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursless applicable tax withholding.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the Executive’s employment is terminated by expiration of the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below)Term, either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time Group is terminated by the Company Group without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, or if the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of resigns from his employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectTermination Amount, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executive’s termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination occurs. The payment described in this clause or resignation until the earlier to occur of (iA) shall be payable within 30 days after the Executive’s Applicable Multiple of years from the date of termination or (or at B) the end date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the revocation period applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for the Release, if later), or if a six-month delay is required to comply with section purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following such delay period. (ii) A pro rata bonus payment for the calendar year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectTermination Amount, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Target Bonus for the year in which the Executive’s date of termination or resignation occurs. The payment described in this clause , calculated by multiplying (ix) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment Minimum Target Bonus for the year in which the Executive’s of termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by (y) a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in during the year of the Executive’s termination, such termination or resignation and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period;; plus (iiiB) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to 2.0 times the Executive’s after-tax cost sum of: (i) the Base Salary in effect for the year of continuing such coveragetermination or resignation and (ii) the Minimum Target Bonus; and (2) continuation of applicable medical, where such coverage may not be continued dental and life insurance benefits (or where such continuation would adversely affect the tax status of the plan pursuant to which based on the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by in effect for the Executive as and his dependents at the time of such termination or resignation, but excluding the Executive’s date of terminationMedical Expense Reimbursement Plan), if any, which would have vested and become exercisable within from the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as or resignation until the case may be, as earlier to occur of (i) the second anniversary of the Executive’s date of terminationtermination or (ii) the date the Executive becomes eligible for comparable benefits provided by a third party (in either case, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination“Continuation Period”); provided, however, that in no event will the option continuation of such benefits shall be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences subject to the Executiverespective terms of the applicable plan, as in effect from time to time; and409A Compliance (as defined in Section 10 hereof); and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. (vii) Any other amounts earnedExcept as provided for in Section 7(b), accrued and owing but not yet the Severance Amount shall be paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Companyin 24 equal monthly installments, whether or not the terms of such plan or program otherwise require an employee to be employed commencing with the Company on month following the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year month in which the Executive’s termination occursor resignation becomes effective in accordance with this Section 6(c). (iii) The payment of the Severance Amount and the continuation of benefits shall each be contingent upon the Executive executing a full release and waiver of claims against the Company Group in a form approved by the Board.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in Executive may resign at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek other employment. In additionis terminated by the Company without Cause, the or Executive may initiate a termination of employment by resigning under this Section 6 resigns for Good Reason. The , then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive shall give remains in compliance with the terms of this Agreement, the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, twelve (12) months of such resignation. On Executive’s base salary in effect as of the date of termination Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a single lump sum on or resignation, as applicable, specified in such notice, about the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of Company’s first regular payroll date following the Board, related to the Company and its parents, subsidiaries and affiliates60th day after Executive’s Separation from Service. (b) Unless the Provided Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the execution earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company and all related parties with respect instead shall pay to all matters arising out Executive, on the first day of the Executive’s employment by the Companyeach calendar month, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum fully taxable cash payment equal to 1.0 times the applicable COBRA premiums for that month (including premiums for Executive and Executive’s annual Base Salary (at the rate eligible dependents who have elected and remain enrolled in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if latersuch COBRA coverage), or if a six-month delay is required subject to comply with section 409A of the Internal Revenue Code of 1986applicable tax withholdings (such amount, as amended (the “CodeSpecial Cash Payment”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year remainder of the Executive’s terminationCOBRA Premium Period. Executive may, and but is not obligated to, use such Special Cash Payments toward the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspremiums.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company Group is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectTermination Amount, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executive’s termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding the Medical Expense Reimbursement Plan), from the date of termination occurs. The payment described in this clause or resignation until the earlier to occur of (i) shall be payable within 30 days after the Executive’s Applicable Multiple of years from the date of termination or (or at ii) the end date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the revocation period applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for the Release, if later), or if a six-month delay is required to comply with section purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following such delay period. (ii) A pro rata bonus payment for the calendar year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectTermination Amount, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executive’s termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination occurs. The payment described in this clause or resignation until the earlier to occur of (iA) shall be payable within 30 days after the Executive’s Applicable Multiple of years from the date of termination or (or at B) the end date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the revocation period applicable plan, as 5 in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for the Release, if later), or if a six-month delay is required to comply with section purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following such delay period. (ii) A pro rata bonus payment for the calendar year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the (a) The Company may remove Executive at any time without Cause (as defined in Section 11 below2.7) or if from the position in which Executive resigns for Good Reason is employed hereunder (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), which case the provisions of this Section 6 Employment Term shall apply. (abe deemed to have ended) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior written notice to the Executive; provided provided, however, that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 2.1 for Good ReasonReason (as defined in Section 2.7). The Executive shall give the Company not less than 30 thirty (30) days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination Upon any removal or resignation under described in Section 6(a2.1(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due or earned in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b2.1(b), upon termination or resignation, as applicable, under Section 6(a) above, if in the event that Executive executes and does not revoke a written releaserelease upon such removal or resignation, substantially in a the form acceptable to attached hereto as Exhibit A (the Company, in its sole discretion“Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives2.1(b), the following: (i) A lump sum cash payment equal to 1.0 One (1) times the Executive’s annual Base Salary (Salary, at the rate in effect immediately before Executive’s termination of employment, payable in equal installments, consistent with the Company’s past payroll practices, over the twelve (12) month period after the Executive’s date Date of termination) plus 1.00 times Termination, commencing with the first payroll period that occurs after the period during which Executive’s target annual cash bonus for right to revoke his acceptance of the year terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in which its sole discretion and at any time, to provide that the Executive’s date of termination occurs. The payment described in amounts payable under this clause subsection (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if paid to Executive in a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986lump sum, as amended opposed to installments over the twelve (the “Code”), on the first business day following such delay 12) month period. (ii) A pro rata bonus payment Pro rated Incentive Pay (as defined in Section 2.7) for the year in which Executive’s Date of Termination occurs. The pro rated Incentive Pay shall be based on the Executive’s termination occurs equal to the Executive’s target annual cash bonus Incentive Pay for the fiscal year in which the Executive’s termination Date of Termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year of the Executive’s termination, his termination and the denominator of which is 365. The payment described Such pro rated Incentive Pay shall be paid to Executive in equal installments, consistent with the Company’s past payroll practices, over the twelve (12) month period after the Executive’s Date of Termination, commencing with the first payroll period that occurs after the period during which Executive’s right to revoke his acceptance of the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this clause subsection (ii) shall be payable within 30 days after paid to Executive in a lump sum, as opposed to installments over the Executive’s date of termination twelve (or at the end of the revocation period for the Release, if later), or if a six-12) month delay is required to comply with section 409A of the Code, on the first business day following such delay period;. (iii) Medical coverage for the For a period of twelve (12-month period ) months following the Executive’s termination or until Date of Termination, Executive shall continue to receive the date on which the Executive is eligible for medical coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, (the “Code, ”) shall run concurrently with the foregoing twelve (12-) month benefit period;. (iv) All of Notwithstanding any provision to the Executive’s contrary in any applicable plan, program or agreement, all outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date Date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination Termination shall become fully vested and/or exercisable, as the case may beapplicable, as of Executive’s Date of Termination. All outstanding stock options and other equity rights that have an exercise period shall remain exercisable for the shorter of: (A) three (3) years from the Executive’s date Date of termination, and any stock options, including any stock options that previously became exercisable and have not expired Termination or been exercised, shall remain exercisable, notwithstanding any provision to (B) the contrary in any other agreement governing such options, for a period end of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its their applicable original term or later than the latest date that will avoid adverse tax consequences to the Executive; andterm. (v) Any Executive shall receive any other amounts earned, accrued and or owing but not yet paid under Section 2 1 above and any benefits accrued and due under or earned in accordance with the terms of any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the (a) The Company may remove Executive at any time without Cause (as defined in Section 11 below2.7) or if from the position in which Executive resigns for Good Reason is employed hereunder (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), which case the provisions of this Section 6 Employment Term shall apply. (abe deemed to have ended) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior written notice to the Executive; provided provided, however, that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 2.1 for Good ReasonReason (as defined in Section 2.7). The Executive shall give the Company not less than 30 thirty (30) days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination Upon any removal or resignation under described in Section 6(a2.1(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due or earned in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b2.1(b), upon termination or resignation, as applicable, under Section 6(a) above, if in the event that Executive executes and does not revoke a written releaserelease upon such removal or resignation, substantially in a the form acceptable to attached hereto as Exhibit A (the Company, in its sole discretion“Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives2.1(b), the following: (i) A lump sum cash payment equal to 1.0 Two (2) times the Executive’s annual Base Salary (Salary, at the rate in effect immediately before Executive’s termination of employment, payable in equal installments, consistent with the Company’s past payroll practices, over the twenty-four (24) month period after the Executive’s date Date of termination) plus 1.00 times Termination, commencing with the first payroll period that occurs after the period during which Executive’s target annual cash bonus for right to revoke his acceptance of the year terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in which its sole discretion and at any time, to provide that the Executive’s date of termination occurs. The payment described in amounts payable under this clause subsection (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if paid to Executive in a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986lump sum, as amended opposed to installments over the twenty-four (the “Code”), on the first business day following such delay 24) month period. (ii) A pro rata bonus payment Pro rated Incentive Pay (as defined in Section 2.7) for the year in which Executive’s Date of Termination occurs. The pro rated Incentive Pay shall be based on the Executive’s termination occurs equal to the Executive’s target annual cash bonus Incentive Pay for the fiscal year in which the Executive’s termination Date of Termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year of the Executive’s termination, his termination and the denominator of which is 365. The payment described Such pro rated Incentive Pay shall be paid to Executive in equal installments, consistent with the Company’s past payroll practices, over the twenty-four (24) month period after the Executive’s Date of Termination, commencing with the first payroll period that occurs after the period during which Executive’s right to revoke his acceptance of the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this clause subsection (ii) shall be payable within 30 days after paid to Executive in a lump sum, as opposed to installments over the Executive’s date of termination twenty-four (or at the end of the revocation period for the Release, if later), or if a six-24) month delay is required to comply with section 409A of the Code, on the first business day following such delay period;. (iii) Medical coverage for the 12For a period of twenty-month period four (24) months following the Executive’s termination or until Date of Termination, Executive shall continue to receive the date on which the Executive is eligible for medical coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Internal Revenue Code of 1986, as amended, (the “Code, ”) shall run concurrently with the foregoing 12twenty-four (24) month benefit period;. (iv) All of Notwithstanding any provision to the Executive’s contrary in any applicable plan, program or agreement, all outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date Date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination Termination shall become fully vested and/or exercisable, as the case may beapplicable, as of Executive’s Date of Termination. All outstanding stock options and other equity rights that have an exercise period shall remain exercisable for the shorter of: (A) five (5) years from the Executive’s date Date of termination, and any stock options, including any stock options that previously became exercisable and have not expired Termination or been exercised, shall remain exercisable, notwithstanding any provision to (B) the contrary in any other agreement governing such options, for a period end of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its their applicable original term or later than the latest date that will avoid adverse tax consequences to the Executive; andterm. (v) Any Executive shall receive any other amounts earned, accrued and or owing but not yet paid under Section 2 1 above and any benefits accrued and due under or earned in accordance with the terms of any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectTermination Amount, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executive’s termination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination occurs. The payment described in this clause or resignation until the earlier to occur of (iA) shall be payable within 30 days after the Executive’s Applicable Multiple of years from the date of termination or (or at B) the end date the Executive becomes eligible for comparable benefits provided by a third party (in 5 either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the revocation period applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for the Release, if later), or if a six-month delay is required to comply with section purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following such delay period. (ii) A pro rata bonus payment for the calendar year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursexpenses are incurred.

Termination Without Cause; Resignation for Good Reason. If (a) In the Executive’s ---------------------------------------------------------- event that EXECUTIVE's employment is terminated (i) by the Company without EMPLOYER other than for Cause (as defined in Section 11 below), including without limitation a termination of this Agreement pursuant to a notice by EMPLOYER that the then Term will not be renewed, and other than as a result of EXECUTIVE's death or Permanent Disability (as defined below), or (ii) or if the Executive resigns by EXECUTIVE for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), EXECUTIVE shall receive the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the followingfollowing amounts: (i) A a cash lump sum cash payment equal to 1.0 times the Executive’s annual in respect of EXECUTIVE's Base Salary earned but not yet paid (at the rate "Compensation Payment"), in effect immediately before each case through the Executive’s effective date of such termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period.; (ii) A pro rata bonus payment for such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4 hereof, to which he is entitled pursuant to the terms of such plans or programs; (iii) an amount (the "Termination Amount") equal to one hundred and twenty-five percent (125%) of EXECUTIVE's Base Salary; and (iv) the Bonus in respect of the fiscal year in which the Executive’s his termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination of employment occurs, as determined by the Compensation Committee, multiplied prorated by a fraction, the numerator of which is the number of days during which from the Executive was employed by the Company in the year beginning of the Executive’s termination, then current fiscal year through and including the date of his termination and the denominator of which is 365, less any amounts drawn in advance under Section 3 of this Agreement. (b) The Compensation Payment shall be paid by EMPLOYER to EXECUTIVE within thirty (30) days after the termination of EXECUTIVE's employment by check payable to the order of EXECUTIVE or by wire transfer to an account specified by EXECUTIVE. The payment described in this clause (ii) Termination Amount shall be payable within 30 days after in equal installments during the Executive’s date one-year period following termination of termination (or at employment in accordance with the ordinary payroll practices of EMPLOYER, but no less frequently than bi-weekly. The Bonus shall be paid following the end of the revocation period for the Releasefiscal year in which EXECUTIVE's employment terminated in accordance with EMPLOYER's ordinary practices, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that but in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences December 15 of such year. Notwithstanding anything else herein to the Executive; andcontrary, EXECUTIVE shall not be entitled to receive the Termination Amount in the event he violates any of the covenants set forth in Sections 9 or 10 of this Agreement. (vc) Any other amounts earnedFor purposes of this Agreement, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs "Good Reason" shall mean a reduction by EMPLOYER in excess of fifteen (15%) in the Company, whether amount of EXECUTIVE's Base Salary or not Bonus Potential (as defined below) unless the terms reduction in the amount of such plan or Bonus Potential is part of a program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursBonus Potential of at least ninety percent (90%) of the senior executives of EMPLOYER is reduced. Bonus Potential means the amount of Bonus EXECUTIVE would earn if he meets the budget objectives or other objectives as may be set forth in the bonus plan as amended from time-to-time. It is understood that the actual amount of Bonus earned by EXECUTIVE can vary from year to year depending upon performance and such variance, regardless of amount, shall not constitute "Good Reason." It is further understood that the amount of EXECUTIVE's Bonus Potential may be reduced for factors such as the closure or loss of cities or locations, sale of cities or properties, or as a result of economic conditions and that any such reduction, regardless of amount, shall not constitute "Good Reason."

Termination Without Cause; Resignation for Good Reason. If the (a) SunGard may terminate Executive’s employment is terminated by the Company under this Section 2.1 at any time without Cause (as defined in Section 11 below2.7(d)) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 ninety (90) days’ prior written notice to the Executive; provided provided, however, that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentemployment during such notice period. In addition, the Executive may initiate a termination of terminate Executive’s employment by resigning under this Section 6 2.1 by voluntarily resigning for Good ReasonReason (as defined in Section 2.7(i)). The Executive shall give the Company SunGard not less than 30 days’ thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without SunGard curing the event or condition resulting in Good Reason. On Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after SunGard has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the date last day of termination the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or resignationon account of retirement (see Section 2.2), as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, or as a director result of Executive’s Disability (as defined in Section 2.7(h)) or member death (see Section 2.3), or by SunGard for Cause (see Section 2.4). Any termination by SunGard of the Board, related to the Company and its parents, subsidiaries and affiliatesExecutive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by SunGard without Cause under this Section 2.1. (b) Unless the Executive complies with the provisions Upon any termination of Executive’s employment under this Section 6(c) below2.1, upon termination or resignation no further payments and benefits shall be due under Section 6(a1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution all of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A SunGard shall pay to Executive a lump sum cash payment equal to 1.0 times the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s annual Base Salary (at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before the any reduction thereof that constituted Good Reason, plus (2) Executive’s date of terminationTarget Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) plus 1.00 times the days after Executive’s target annual cash bonus Date of Termination. (ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)). (iii) During the Continuation Period (as defined in Section 2.7(f)), SunGard shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for the year in which the senior level executives of SunGard (or substantially comparable coverage) for Executive and, where applicable, Executive’s date spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of termination occursSunGard generally, as if Executive had continued in employment during such period. The payment described As an alternative, SunGard may elect to pay Executive cash in this clause (i) shall be payable within 30 days after the lieu of such contributions or coverage in an amount equal to Executive’s date after-tax cost of termination (or at the end of the revocation period for the Releaseobtaining comparable coverage, if later), or if a six-month delay is required so long as such payments are permitted without adverse tax effect to comply with Executive under section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the foregoing 12-month period;Continuation Period. (iv) All SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the Executive’s outstanding stock options, restricted stock payments and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one benefits described in subsections (1i) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six through (6iv) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; andabove. (v) Any other amounts earnedExecutive’s right to receive and retain any of the payments or benefits under Sections 2.1(b)(i) and (iii) is expressly contingent upon Executive’s full compliance with Section 5 hereof. (c) Upon any termination of Executive’s employment under this Section 2.1, accrued unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and owing but not yet paid benefits provided for in subsection (b) of this Section 2.1, (ii) after Executive’s Date of Termination, no further payments and benefits shall be due under Section 2 above 1 of this Agreement, and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs(iii) Executive shall receive all Accrued Compensation.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below11) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below11), the provisions of this Section 6 7 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 7 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c7(c) below, upon termination or resignation under Section 6(a7(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan or arrangement for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to receive any amounts earned, accrued and owing, owing but not yet paid under Section 2 above and any benefits accrued and due in accordance with the terms of under any applicable benefit plans and programs of the Company, in each case, subject to and in accordance with the terms thereof. (c) Notwithstanding the provisions of Section 6(b7(b), upon termination or resignation, as applicable, under Section 6(a7(a) aboveabove (including a termination due to Non-Renewal), if if, within sixty (60) days following the termination of the Executive’s employment, the Executive timely executes and does not revoke a written release, in a form acceptable delivers to the Company, in its sole discretion, Company (without revocation) a fully effective written release of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of Agreement), in substantially the Company under which the Executive has accrued and is due a benefit) form set forth in Exhibit A hereto (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b7(b) and any other payments due under any severance plan or program for employees or executives, the followingfollowing payments and benefits: (1) From the date of termination through the balance of the Scheduled Term (if any) (the “Severance Period”), the Executive shall continue to receive (i) A lump sum cash payment equal to 1.0 times the Executive’s annual his Base Salary (at the rate in effect immediately before the Executive’s date of terminationtermination or resignation, as applicable) in installments in accordance with the Company’s normal payroll practices, plus 1.00 times the Executive’s target annual cash (ii) any applicable bonus for each fiscal year during the Severance Period (but prorated for any partial fiscal year during the Severance Period), payable at the same time other employees of the Company are paid pursuant to the terms of the Company’s annual bonus plan, but not later than March 15 of the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at following the end of the revocation period for fiscal year to which the Releasebonus relates. (2) To the extent the Executive timely elects to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, if lateras amended (“COBRA”), the Company shall pay or if reimburse the Executive, on a six-month delay is required monthly basis, an amount equal to comply with section 409A the full monthly premium for such coverage, from the date of termination until the date eighteen (18) months following the date of termination. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period;. (iv3) All Beginning on the 60th day following the effective date of the Executive’s termination or resignation, and on the first payroll date of each month thereafter during the remainder of the Scheduled Term (if any), a monthly payment equal to the premium cost for the long and short-term disability coverage that was in effect for the Executive under plans of the Company immediately before his termination or resignation. To the extent requested by the Executive within 30 days following the date of termination, the Company shall take all action necessary, if any, to facilitate the Executive’s exercise of all conversion and/or portability privileges, if any, under such long and short-term disability coverage. (4) Beginning on the 60th day following the effective date of the Executive’s termination or resignation, and on the first payroll date of each month thereafter during the remainder of the Scheduled Term (if any), a monthly payment equal to the full cost of any Company life insurance coverages in effect for the Executive immediately before his termination or resignation to maintain life insurance coverage. To the extent requested by the Executive within 30 days following the date of termination, the Company shall take all action necessary, if any, to facilitate the Executive’s exercise of all conversion privileges, if any, under such life insurance program or policy. (5) Notwithstanding any provision to the contrary in any applicable plan, program or agreement, all outstanding stock options, restricted stock and other equity rights awards held by the Executive as of the Executive’s date of terminationhis termination or resignation, if anyas applicable, which would have shall become fully vested and become exercisable within the one (1) year period following as of such date. In addition, any outstanding stock options held by the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a the shorter of (i) the 60-month period following the date of six (6) months after the Executive’s date termination or resignation, as applicable, and (ii) the then remaining term of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; andsuch stock option. (v6) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether payable in accordance with the terms and conditions thereof and any unpaid Deferred Bonuses payable pursuant to and in accordance with Section 2(b)(ii). (7) An annual bonus for the fiscal year of termination or not resignation, based on actual performance through the full fiscal year but pro-rated based on the number of days the Executive was employed during such fiscal year of termination, payable at the same time other employees of the Company are paid pursuant to the terms of such plan the Company’s annual bonus plan, but not later than March 15 of the year following the end of the fiscal year to which the bonus relates (the “Pro Rata Bonus”). (d) To the extent that the payment of any amount or program provision of any benefit under Section 7 is conditioned upon the Release and is otherwise require an employee scheduled to be employed with occur prior to the Company on sixtieth (60th) day following the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursof employment hereunder, but for the condition on executing the Release as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining payments shall thereafter be provided to Executive according to the applicable schedule set forth herein.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if by the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 7 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 resign for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, Reason (as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesdefined below). (b) Unless the Executive complies with the provisions of Section 6(c7(c) below, upon termination or resignation under Section 6(a7(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the CompanyCompany (the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 6(b7(b), upon termination or resignation, as applicable, under Section 6(a7(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, release of any and all claims against the Company and all related parties or its affiliates, with respect to all matters arising out of the Executive’s employment by with the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of in such form as provided by the Company under which the Executive has accrued and is due a benefit) in its sole discretion (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentialitySection 14 below, non-competition or non-solicitation agreement with in addition to the Company to which the Executive is subjectAccrued Obligations, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, receive the following: (i) A lump sum cash payment equal to 1.0 times Continuation of the Executive’s annual Base Salary for eighteen (18) months (the “Severance Term”), at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) , which amount shall be payable within 30 days after paid in regular payroll installments over the applicable period following the Executive’s termination date; and (ii) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all material respects as the coverage provided to the Company’s then other active senior executives for the Severance Term; provided that the Executive shall pay an amount equal to the amount active employees pay for such coverage as of the date of the Executive’s termination (or at the end “Monthly COBRA Costs”) and the period of the revocation period for the Release, if later), or if a six-month delay is required to comply with COBRA health care continuation coverage provided under section 409A 4980B of the Internal Revenue Code of 1986Code, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; ; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this subsection (ivc)(ii) All shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s outstanding stock optionssubsequent or other employment; and provided further that, restricted stock and other equity rights held by notwithstanding the Executive as of the Executive’s date of terminationforegoing, if any, which the Company’s making payments under this Section 7(c)(ii) would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and violate any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision nondiscrimination rules applicable to the contrary Company’s group health plan under which such coverage is made available, or result in any other agreement governing the imposition of penalties under the Code or the Affordable Care Act, the Parties agree to reform this Section 7(c)(ii) in a manner as is necessary to comply with such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will requirements and avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspenalties.

Termination Without Cause; Resignation for Good Reason. If During the Executive’s employment is terminated by Initial Employment Period or any subsequent Renewal Employment Period, the Company without Cause (as defined in Section 11 below) or if shall give the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ days prior written notice of its intention to terminate his employment without Cause, and the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignationhis intention to resign his employment for Good Reason. On If, during the date Initial Employment Period or any subsequent Renewal Employment Period, the Executive’s employment is terminated by the Company without Cause or if the Executive resigns from his employment for Good Reason, in lieu of termination or resignation, as applicable, specified all other amounts that otherwise may be due to the Executive in such noticeevents, the Company shall pay the Executive agrees to resign all positionsthe Accrued Amounts. In addition, including as an officer and, if applicable, as a director or member of the Board, related subject to the Company Executive’s execution and its parents, subsidiaries and affiliates. (b) Unless delivery of a general release of claims in the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) aboveform attached hereto as Exhibit A, the Executive shall be entitled to receive only (i) a cash lump sum payment in an amount equal to three hundred percent (300%) of the amount due Base Salary in effect on the date of such termination or resignation; (ii) full vesting of all stock options, restricted stock awards and other equity awards outstanding as of the date of such termination or resignation to the extent provided for under existing plans and award agreements, provided, however, that any unvested restricted stock awards granted on June 2, 2006 as bonuses to the Executive under in connection with the Company’s then current severance pay 2006 sale and disposition of the operations and other assets of the Australian Railroad Group Pty. Ltd. to Queensland Rail and ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Limited and related transactions shall fully vest notwithstanding any contrary provisions in the applicable plan for employees, if any, but only to the extent not conditioned on the execution of a release or award agreement; (iii) payment by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued Company of all annual premiums (and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (crelated tax gross-up payments) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of for the Executive’s employment by the Company, or the termination thereof life insurance coverage (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b4(g)) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times period beginning with the Executive’s annual Base Salary (at year that includes the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for such termination or resignation through and including the year in which the Executive’s date of termination occurs. The Executive attains age 70; and (iv) payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in of all premiums payable with respect to the year Medicare supplemental insurance for the Executive and his dependents for the period beginning on the date of such termination or resignation and ending on the Executive’s terminationthird anniversary thereof (all such payments and benefits together, and the denominator of which is 365“Severance Obligations”). The Company shall pay the cash payment described in this clause (ii) shall be payable within portion the Severance Obligations to the Executive no later than 30 days after following the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until resignation of employment, and shall pay the date on which insurance premium payment portion of the Severance Obligations in accordance with the Company’s ordinary practice with respect to such payments. The Executive is eligible for coverage under a plan maintained shall not be obligated to seek other employment or take any other employment or take any other action by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at way of mitigation of the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay amounts payable to the Executive cash in lieu of such coverage in an amount equal to under this Section 4(c), and the Executive’s after-tax cost of continuing such coverage, where such coverage may amounts payable hereunder shall not be continued (reduced or where such continuation would adversely affect offset by any amounts that the tax status Executive earns after his termination or resignation of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently employment with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock optionsCompany. Subject to any applicable law or regulatory requirement, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on hereby mutually agree to cooperate in drafting any public communication regarding a termination or resignation described in this Section 3(d); the date text of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year which communication shall be subject to their mutual agreement prior to the year in which the Executive’s termination occursits publication.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company Termination Amount and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with payment of any unpaid earned Bonus for the provisions of Section 6(c) below, upon year immediately preceding the year in which such termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectoccurs, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executivetermination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) if at the time of such termination or resignation the Executive is not “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy (or if the Executive is “retirement eligible” and such termination or resignation occurs after a Change on Control or within six months of a Change of Control as described below), an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and 5 (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination occurs. The payment described in this clause or resignation until the earlier to occur of (iA) shall be payable within 30 days after the Executive’s Applicable Multiple of years from the date of termination or (or at B) the end date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the revocation period applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for the Release, if later), or if a six-month delay is required to comply with section purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following such delay period. (ii) A pro rata bonus payment for the calendar year in which such expenses are incurred. Notwithstanding the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occursforegoing, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or if at the end time of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which resignation (a) the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable “retirement eligible” within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs meaning of the Company’s Equity Plan Retirement Policy and (b) a Change of Control has not occurred (and a Change of Control does not occur within six month following such termination or resignation and it is not reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control during such six month period), whether or then the Executive shall not receive the amount specified under Section 6(c)(1)(B) above but shall instead be eligible to receive the entitlements provided under the Company’s Equity Plan Retirement Policy, subject to and in accordance with the terms and conditions of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspolicy.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 resign at any time for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, Reason (as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) defined below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for In the year in which the event Executive’s termination occurs equal to employment with the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which Company is the number of days during which the Executive was employed terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided Executive remains in compliance with all contractual obligations to the Company, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4: (a) The Company shall pay Executive severance in the year form of the continuation of Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period Base Salary for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the date of Executive’s date of terminationSeparation from Service. These salary continuation payments will be paid on the Company’s regular payroll schedule, subject to standard deductions and withholdings, over the six (6) month period following Executive’s Separation from Service; provided, however, that in no event payments will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year made prior to the year 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in which a lump sum the salary continuation payments that Executive would have received on or prior to such date under the original schedule with the balance of the cash severance being paid as originally scheduled. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination occursSeparation from Service and ending on the earliest to occur of: (i) six (6) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law, the Company instead shall pay to Executive, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use toward the cost of COBRA premiums.

Termination Without Cause; Resignation for Good Reason. If the (a) If, Executive’s 's employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below)Reason, either before or after a Change of Control (as defined in Section 11 below)then, subject to the provisions terms and conditions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatAgreement, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any following amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the followingbenefits: (i) A lump sum an amount in cash payment equal to 1.0 one (1) times the sum of Executive’s 's annual Base Salary and Target Bonus for the year of termination or resignation (at the rate “Severance Pay”) payable to Executive in effect immediately before the one lump sum within sixty (60) days following Executive’s date termination of terminationemployment; (ii) plus 1.00 times Continuation of medical benefits for twelve (12) months upon the Executive’s target annual same terms as exist from time to time for active similarly-situated executives of the Company, which benefits shall be considered part of, and not in addition to, any coverage required under COBRA; and (iii) An amount in cash bonus equal to the Annual Bonus that Executive would have earned for the year of termination or resignation had he remained employed for the year in which the Executive’s date his termination or resignation occurs based on satisfaction of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation CommitteeCompany performance targets, multiplied by a fraction, the numerator of which is the number of completed days of employment by Executive (including the date of termination or resignation) during which the Executive was employed by the Company in the year of the Executive’s termination, termination or resignation and the denominator of which is 365. The payment described in this clause (ii) shall , which amount will be payable within 30 days after the Executive’s date of termination (or paid to Executive at the end same time that the annual bonus is otherwise payable to the Company’s executives in accordance with the annual bonus plan. (b) The Company shall have no other obligations under this Agreement or otherwise for periods from and after Executive's employment termination date (except payment of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at Base Salary accrued through the date of his termination (or generally comparable coverage) for himself andsaid termination), where applicable, his spouse and dependents, as the same may be changed by the Company from time shall continue to time for employees generallyhave all other rights available hereunder (including, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned all rights under the Restrictive Covenants at law or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursequity).

Termination Without Cause; Resignation for Good Reason. If the (a) SunGard may terminate Executive’s employment is terminated by the Company under this Section 2.1 at any time without Cause (as defined in Section 11 below2.7(d)) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 ninety (90) days’ prior written notice to the Executive; provided provided, however, that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentemployment during such notice period. In addition, the Executive may initiate a termination of terminate Executive’s employment by resigning under this Section 6 2.1 by voluntarily resigning for Good ReasonReason (as defined in Section 2.7(i)). The Executive shall give the Company SunGard not less than 30 days’ thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without SunGard curing the event or condition resulting in Good Reason. On Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after SunGard has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the date last day of termination the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or resignationon account of retirement (see Section 2.2), as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, or as a director result of Executive’s Disability (as defined in Section 2.7(h)) or member death (see Section 2.3), or by SunGard for Cause (see Section 2.4). Any termination by SunGard of the Board, related to the Company and its parents, subsidiaries and affiliatesExecutive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by SunGard without Cause under this Section 2.1. (b) Unless the Executive complies with the provisions Upon any termination of Executive’s employment under this Section 6(c) below2.1, upon termination or resignation no further payments and benefits shall be due under Section 6(a1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution all of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A SunGard shall pay to Executive a lump sum cash payment equal to 1.0 times the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s annual Base Salary (at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before the any reduction thereof that constituted Good Reason, plus (2) Executive’s date of terminationTarget Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) plus 1.00 times the days after Executive’s target annual cash bonus Date of Termination. (ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)). (iii) During the Continuation Period (as defined in Section 2.7(f)), SunGard shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for the year in which the senior level executives of SunGard (or substantially comparable coverage) for Executive and, where applicable, Executive’s date spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of termination occursSunGard generally, as if Executive had continued in employment during such period. The payment described As an alternative, SunGard may elect to pay Executive cash in this clause (i) shall be payable within 30 days after the lieu of such contributions or coverage in an amount equal to Executive’s date after-tax cost of termination (or at the end of the revocation period for the Releaseobtaining comparable coverage, if later), or if a six-month delay is required so long as such payments are permitted without adverse tax effect to comply with Executive under section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the foregoing 12-month period;Continuation Period. (iv) All SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above. (c) Upon any termination of Executive’s outstanding stock optionsemployment under this Section 2.1, restricted stock unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and other equity rights held by the Executive as benefits provided for in subsection (b) of the this Section 2.1, (ii) after Executive’s date Date of terminationTermination, if any, which would have vested no further payments and become exercisable within the one (1) year period following the Executive’s date benefits shall be due under Section 1 of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of terminationthis Agreement, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, (iii) Executive shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursreceive all Accrued Compensation.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in Executive may resign at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek other employment. In additionis terminated by the Company without Cause, the or Executive may initiate a termination of employment by resigning under this Section 6 resigns for Good Reason. The , then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive shall give remains in compliance with the terms of this Agreement, the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, fifteen (15) months of such resignation. On Executive’s base salary in effect as of the date of termination Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a single lump sum on or resignation, as applicable, specified in such notice, about the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of Company’s first regular payroll date following the Board, related to the Company and its parents, subsidiaries and affiliates60th day after Executive’s Separation from Service. (b) Unless the Provided Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the execution earliest to occur of: (i) fifteen (15) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company and all related parties with respect instead shall pay to all matters arising out Executive, on the first day of the Executive’s employment by the Companyeach calendar month, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum fully taxable cash payment equal to 1.0 times the applicable COBRA premiums for that month (including premiums for Executive and Executive’s annual Base Salary (at the rate eligible dependents who have elected and remain enrolled in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if latersuch COBRA coverage), or if a six-month delay is required subject to comply with section 409A of the Internal Revenue Code of 1986applicable tax withholdings (such amount, as amended (the “CodeSpecial Cash Payment”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year remainder of the Executive’s terminationCOBRA Premium Period. Executive may, and but is not obligated to, use such Special Cash Payments toward the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspremiums.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company Employer may terminate the ExecutiveEmployee’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentas defined herein. In addition, the Executive The Employee may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give Upon termination by the Company not less than 30 days’ prior written notice of such resignation. On Employer without Cause or resignation by the date of termination or resignation, as applicable, specified in such noticeEmployee for Good Reason, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive Employee shall be entitled to receive only any accrued but unpaid Base Salary, prorated Annual Bonus based on the amount due prior year’s Annual Bonus, and business or other expenses incurred up to the Executive under the Company’s then current severance pay plan for employeesdate of termination and reimbursable pursuant to Section 5(a), if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of under any applicable benefit plans and programs of the Company. Employer, including any vested Restricted Shares (c“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Employee executes or revokes a written Agreement and Release (as defined below). In addition, in the event that the Employee is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Employee within five (5) Notwithstanding days of such termination or resignation an Agreement and Release and in consideration for the Employee’s compliance with the undertakings set forth in Section 14(a) and in the other provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above14, if the Executive Employee executes and delivers to the Company the Agreement and Release within fifty (50) days of the Employee’s termination of employment, and does not revoke a written release, in a form acceptable such Agreement and Release such that it becomes effective by its terms prior to the Company, in its sole discretion, sixtieth (60th) day following the Employee’s termination of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectemployment, the Executive Employee shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (ia) A lump sum a cash payment equal to 1.0 one-half (0.5) times the ExecutiveEmployee’s annual Base Salary (at the rate as in effect immediately before on the Executive’s date of terminationtermination date, plus one-half (0.5) plus 1.00 times the ExecutiveEmployee’s target annual cash bonus for Annual Bonus, with the year sum of those two amounts payable in which a lump sum within sixty (60) days following the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the ExecutiveEmployee’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay perioddate; (iiib) Medical coverage reimbursement in cash equal to 100% of the COBRA premiums incurred by the Employee for the 12-Employee and his eligible dependents under the Employer’s health plans during the six (6) month period following the ExecutiveEmployee’s termination or until of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouseEmployee remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days after the Employee’s employer, whichever is sooner, at termination date; provided that the level in effect at first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Employee’s termination date and ending on the date of his termination (or generally comparable coveragethe first reimbursement payment. To the extent required by law, reimbursement payments pursuant to this section 6(b) for himself and, where applicable, his spouse and dependents, shall be treated as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay taxable compensation to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month periodEmployee; (ivc) All accelerated vesting of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive any Restricted Shares granted pursuant to Section 2(c) that remain unvested as of the Executive’s date of terminationthe Employee’s termination of employment, if any, which would have vested subject to the terms and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as conditions of the Executive’s date of terminationEquity Plan, including the minimum vesting provisions set forth therein, and any stock optionsthe applicable grant agreement, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executiveall vesting provisions therein; and (vd) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior Employer shall have no additional obligations to the year in which the Executive’s termination occursEmployee.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause. Further, in Executive may resign his employment at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek is terminated by the Company without Cause (other employment. In additionthan as a result of Executive’s death or disability), the or Executive may initiate a termination of resigns his employment by resigning under this Section 6 for Good Reason. The , in either case (1) prior to the sixty (60)-day period prior to the closing of a Change of Control or more than twelve (12) months following the closing of a Change of Control, or (2) after the date that is twelve (12) months after the date that ▇▇▇▇ ▇▇▇▇▇ commenced employment as the Company’s new Chief Executive shall give Officer (which was April 16, 2018), then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of such resignation. On nine (9) months of Executive’s Base Salary in effect as of the date of termination or resignationExecutive’s employment termination, subject to standard payroll deductions and withholdings, paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as applicable, specified discussed in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesParagraph 7) has become effective. (b) Unless the Provided that Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period starting on Executive’s Separation from Service date and ending on the execution of earliest to occur of: (i) nine (9) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a release by new employer; or (iii) the Executivedate Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. No other payments In the event Executive becomes covered under another employer’s group health plan or benefits shall otherwise ceases to be due eligible for COBRA during the time that the Company otherwise would have paid the COBRA Premiums under this Agreement to paragraph, Executive must immediately notify the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms Company of any applicable benefit plans and programs of the Company. (c) such event. Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against the Company and all related parties with respect to all matters arising out violating applicable law (including, without limitation, Section 2716 of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”Public Health Service Act), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash shall in lieu of such coverage thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s after-tax cost group health coverage in effect on the date of continuing such Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage) (the “Special Cash Payments”), where such which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage may not be continued and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the ninth (9th) calendar month following Executive’s Separation from Service date. (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within sixty (60) days prior to or twelve (12) months following the closing of a Change of Control, then in addition to any cash severance and COBRA Premiums (or where Special Cash Payments) owed, the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including but not limited to the Stock Awards, such continuation would adversely affect that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as of Executive’s last day of employment (the tax status of the plan pursuant to which the coverage is provided“Accelerated Vesting”). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period;. (iv) All of In the event Executive’s outstanding stock options, restricted stock and other equity rights held employment with the Company is terminated by the Executive Company without Cause (other than as a result of the Executive’s date of terminationdeath or disability), if anyor Executive resigns his employment for Good Reason, which would have vested and become exercisable in either case within the one twelve (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (612) months after the date that ▇▇▇▇ ▇▇▇▇▇ commenced employment as the Company’s new Chief Executive Officer, then provided such termination constitutes a Separation from Service, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following as severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of fifteen (15) months of Executive’s Base Salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings, paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as discussed in Paragraph 7) has become effective. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay the COBRA Premiums through the period starting on Executive’s Separation from Service date and ending on the earliest to occur of: (i) fifteen (15) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the time that the Company otherwise would have paid the COBRA Premiums under this paragraph, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive the Special Cash Payments, which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the fifteenth (15th) calendar month following Executive’s Separation from Service date. (c) The Company shall provide Executive with the Accelerated Vesting, but solely as to any equity held by Executive prior to April 1, 2018 and excluding, for the avoidance of doubt, the New Option and the Make-Up Option (if granted); provided, however, that in no event will if such employment termination under this Section 6.2(iv) is a termination by the option Company without Cause or a resignation by Executive without Good Reason, then the Company shall also accelerate the vesting of the New Option and the Make- Up Option (if granted) such that an additional twenty-five percent (25%) of such option(s) shall be deemed immediately vested and exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the as of Executive; and’s last day of employment. (v) Any other amounts earnedFor the avoidance of doubt, accrued under no circumstance will Executive be entitled to severance benefits under both Section 6.2(ii) and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs6.2(iv) herein.

Termination Without Cause; Resignation for Good Reason. If Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment is terminated by hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company without Cause (as defined i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the fiscal year within the time set forth in Section 11 below) or if 1.4.2), subject to the Executive resigns for Good Reason (as defined tax withholding specified in Section 11 below1.4.1 above or (B) in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each fiscal year within the time set forth in Section 1.4.2); and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), either before or for a period up to one year after a Change the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of Control (as defined health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that1.7.3, in the event that such notice there is givena Change of Control and within one year after the closing of the Change of Control, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 is terminated Without Cause or resigns for Good Reason. The Executive shall give , (i) the Company not less than 30 days’ prior written notice shall pay Executive a lump sum equal to two years of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees Base Salary continuation (to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(bnormal payroll practices) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date two years of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. Target Bonus; (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal if Executive elects to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for continue health coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination Consolidated Omnibus Budget Reconciliation Act (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided“COBRA”). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months up to one year after the termination, the Company will pay Executive’s date premiums, in an amount sufficient to maintain the level of termination; provided, however, that health benefits in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company effect on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurslast day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if by the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 7 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 resign for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, Reason (as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesdefined below). (b) Unless the Executive complies with the provisions of Section 6(c7(c) below, upon termination or resignation under Section 6(a7(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the CompanyCompany (the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 6(b7(b), upon termination or resignation, as applicable, under Section 6(a7(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, release of any and all claims against the Company and all related parties or its affiliates, with respect to all matters arising out of the Executive’s employment by with the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of in such form as provided by the Company under which the Executive has accrued and is due a benefit) in its sole discretion (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentialitySection 14 below and Exhibit A and Exhibit B, non-competition or non-solicitation agreement with in addition to the Company to which the Executive is subjectAccrued Obligations, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, receive the following: (i) A lump sum cash payment equal to 1.0 times Continuation of the Executive’s annual Base Salary for eighteen (18) months (the “Severance Term”), at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) , which amount shall be payable within 30 days after paid in regular payroll installments over the applicable period following the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period.date; (ii) A pro rata bonus payment prorated Annual Bonus for the year in which the Executive’s termination occurs equal to of employment occurs, which shall be determined by multiplying the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied Target Incentive Bonus by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of in which the Executive’s termination, termination date occurs and the denominator of which is 365. The payment described in this clause (ii) prorated Annual Bonus, if any, shall be payable within 30 days after the Executive’s date of termination (or paid at the end same time as bonuses are paid to other employees of the revocation period for the ReleaseCompany, if later), or if a six-month delay is required to comply with section 409A but not later than March 1 of the Code, on fiscal year following the first business day following such delay periodfiscal year for which it was earned; (iii) Medical coverage for the 12The performance-month period following based vesting of the Executive’s New Hire Grant will be subject to acceleration such that the number of options deemed vested as of the termination or until date of Executive’s employment will be equal to the date on which number of options that would have vested had the performance-based options been subject the same ratable time-based vesting schedule as the full value award portion of the New Hire Grant; and (iv) If the Executive is eligible for timely and properly elects health continuation coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employerthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is soonerthen continued health (including hospitalization, at the level medical, dental, vision etc.) insurance coverage substantially similar in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, all material respects as the same may be changed by coverage provided to the Company from time to time Company’s then other active senior executives for employees generally, as if the Severance Term; provided that the Executive had continued in employment during such period; or, as an alternative, the Company may elect to shall pay to the Executive cash in lieu of such coverage in an amount equal to the amount active employees pay for such coverage as of the date of the Executive’s after-tax cost termination (the “Monthly COBRA Costs”) and the period of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period provided under section 4980B of the Internal Revenue Code, as amended and the regulations and guidance promulgated thereunder (the “Code”) shall run concurrently with the foregoing 12-month period; ; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this subsection (ivc)(iii) All shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s outstanding stock optionssubsequent or other employment; and provided further that, restricted stock and other equity rights held by notwithstanding the Executive as of the Executive’s date of terminationforegoing, if any, which the Company’s making payments under this Section 7(c)(iii) would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and violate any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision nondiscrimination rules applicable to the contrary Company’s group health plan under which such coverage is made available, or result in any other agreement governing the imposition of penalties under the Code or the Affordable Care Act, or be impermissible under applicable law, the Parties agree to reform this Section 7(c)(iii) in a manner as is necessary to comply with such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will requirements and avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspenalties.

Termination Without Cause; Resignation for Good Reason. If the (a) Employer may terminate Executive’s employment is terminated by the Company under this Section 2.1 at any time without Cause (as defined in Section 11 below2.7(d)) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 ninety (90) days’ prior written notice to the Executive; provided provided, however, that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentemployment during such notice period. In addition, the Executive may initiate a termination of terminate Executive’s employment by resigning under this Section 6 2.1 by voluntarily resigning for Good ReasonReason (as defined in Section 2.7(i)). The Executive shall give the Company Employer not less than 30 days’ thirty (30) days prior written notice of such resignation, which notice must be given within ninety (90) days after the cure period for correcting the event or condition constituting Good Reason has expired without Employer curing the event or condition resulting in Good Reason. On Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after Employer has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the date last day of termination the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or resignationon account of retirement (see Section 2.2), as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, or as a director result of Executive’s Disability (as defined in Section 2.7(h)) or member death (see Section 2.3), or by Employer for Cause (see Section 2.4). Any termination by Employer of the Board, related to the Company and its parents, subsidiaries and affiliatesExecutive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by Employer without Cause under this Section 2.1. (b) Unless the Executive complies with the provisions Upon any termination of Executive’s employment under this Section 6(c) below2.1, upon termination or resignation no further payments and benefits shall be due under Section 6(a1 of this Agreement after the end of the Employment Period and, if Executive executes and does not revoke the Release (as defined in Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution all of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A Employer shall pay to Executive a lump sum cash payment equal to 1.0 times the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) Executive’s annual Base Salary (at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before the any reduction thereof that constituted Good Reason, plus (2) Executive’s date of terminationTarget Incentive Bonus (as defined in Section 2.7(k)), payable within ten (10) plus 1.00 times the days after Executive’s target annual cash bonus Date of Termination. (ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)). (iii) During the Continuation Period (as defined in Section 2.7(f)), Employer shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for the year in which the senior level executives of Employer (or substantially comparable coverage) for Executive and, where applicable, Executive’s date spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to time for active employees of termination occursEmployer generally, as if Executive had continued in employment during such period. The payment described As an alternative, Employer may elect to pay Executive cash in this clause (i) shall be payable within 30 days after the lieu of such contributions or coverage in an amount equal to Executive’s date after-tax cost of termination (or at the end of the revocation period for the Releaseobtaining comparable coverage, if later), or if a six-month delay is required so long as such payments are permitted without adverse tax effect to comply with Executive under section 409A of the Internal Revenue Code of 1986, as amended amended, (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the foregoing 12-month period;Continuation Period. (iv) All SunGard shall provide a release substantially in the form attached hereto as Exhibit D. If SunGard does not provide the release required pursuant to this Section 2.1(b)(v), the Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above. (c) Upon any termination of Executive’s outstanding stock optionsemployment under this Section 2.1, restricted stock unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the compensation and other equity rights held by the Executive as benefits provided for in subsection (b) of the this Section 2.1, (ii) after Executive’s date Date of terminationTermination, if any, which would have vested no further payments and become exercisable within the one (1) year period following the Executive’s date benefits shall be due under Section 1 of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of terminationthis Agreement, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, (iii) Executive shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursreceive all Accrued Compensation.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause. Further, in Executive may resign her employment at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek is terminated by the Company without Cause (other employment. In additionthan as a result of Executive’s death or disability), the or Executive may initiate a termination of resigns her employment by resigning under this Section 6 for Good Reason. The , in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive shall give remains in compliance with the terms of this Agreement, the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of such resignation. On six (6) months of Executive’s Base Salary in effect as of the date of termination or resignationExecutive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as applicable, specified discussed in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesParagraph 7) has become effective. (b) Unless the Provided that Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period “) starting on Executive’s Separation from Service date and ending on the execution earliest to occur of: (i) six (6) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against the Company and all related parties with respect to all matters arising out violating applicable law (including, without limitation, Section 2716 of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”Public Health Service Act), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash shall in lieu of such coverage thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s after-tax cost of continuing such coverage, where such group health coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company effect on the date of paymentExecutive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash Payments”). (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns her employment for Good Reason, in either case within thirty (30) days prior to or twelve (12) months following the closing of a Change of Control, then in addition to the Severance and COBRA Premiums (or Special Cash Payments), the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior limited to the year in which the Stock Awards, such that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as of Executive’s termination occurslast day of employment (the “Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined in under Treasury Regulation Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below1.409A-1(h), either before or after without regard to any alternative definition thereunder, a Change of Control (as defined in Section 11 below“Separation from Service”), then subject to your obligations and the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) conditions set forth below, upon termination or resignation under Section 6(a) above, the Executive you shall be entitled to receive only the following severance benefits (collectively, the “Severance Benefits”): i. an amount due equal to one month of your then current base salary, less all applicable withholdings and deductions, for each completed year of service with the Executive Company, up to a maximum of 12 months, and paid on the schedule described below (the “Salary Continuation”); ii. if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then current severance the Company shall (in the Company’s discretion) pay plan directly or reimburse you for employees, if any, but only the payment of the COBRA premiums necessary to the extent not conditioned continue your health insurance coverage in effect for yourself and your eligible dependents on the execution Separation from Service date until the earliest of a release by (A) the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs close of the Company. 12-month period following the termination of your employment, (cB) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written releaseCompany determines, in its sole discretion, that the payment of the COBRA premiums could result in a form acceptable violation of the nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (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 providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of any and all claims against the Company and all related parties with respect to all matters arising out each month of the Executive’s employment by the CompanyCOBRA Payment Period, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum fully taxable cash payment equal to 1.0 times the Executive’s annual Base Salary COBRA premiums for that month, subject to applicable tax withholdings (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Releasesuch amount, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSpecial Severance Payment”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year remainder of the Executive’s terminationCOBRA Payment Period. You may, and but are not obligated to, use such Special Severance Payment toward the denominator cost of which is 365COBRA premiums. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is If you become eligible for coverage under a another employer's group health plan maintained by a new employer or under a plan maintained by his spouse’s employerotherwise cease to be eligible for COBRA during the period provided in this clause, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease; and iii. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from time to time for employees generallyService, as if the Executive had continued in employment during such period; or, as an alternative, then the Company may elect to pay to shall accelerate the Executive cash in lieu vesting of any then-unvested Company equity awards then held by you such that 100% of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not awards shall be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock deemed immediately vested and other equity rights held by the Executive exercisable as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of terminationyour Separation from Service date; provided, however, that any such award that is subject to a performance-based vesting schedule shall not be accelerated pursuant to this Section 6(c)(iii) and shall instead be subject to the vesting provisions set forth in the agreement evidencing such award. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and (c) if you are a member of the Company’s Board of Directors (the “Board”), your resignation from the Board, to be effective no event will the option be exercisable beyond its original term or later than the latest date that of your Separation from Service date (or such other date as requested by the Board). The Salary Continuation will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet be paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of in equal installments on the Company, whether or not ’s regular payroll schedule and will be subject to applicable tax withholdings over the terms of such plan or program otherwise require an employee to be employed with the Company on period outlined above following the date of paymentyour Separation from Service; provided, including without limitationhowever, any cash bonus earned or accrued but not yet paid for the year that no payments will be made prior to the year 60th day following your Separation from Service date. On the 60th day following your Separation from Service date, the Company will pay you in which a lump sum the Executive’s termination occursSalary Continuation and other Severance Benefits that you would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of the release, with the balance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. If the ExecutiveEmployee’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) 4.3), or if by the Executive resigns Employee’s voluntary resignation for Good Reason (as defined in Section 11 below4.2), either before or after other than in connection with a Change of in Control (as defined in Section 11 below7.2(a)), then the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive Employee shall be under no obligation to render paid all accrued and unpaid base salary and any additional services to accrued but unused vacation through the Company and shall be allowed to seek other employmentdate of termination. In addition, subject to the Executive may initiate Employee’s execution and non-revocation of a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified binding severance and mutual release agreement in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related form satisfactory to the Company and its parents(hereinafter, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “ReleaseSeverance Agreement”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive Employee shall be entitled eligible to receive, in lieu of receive the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the followingfollowing separation benefits: 5.1 an amount equal to (i) A lump sum cash payment equal to 1.0 times the Executivenine (9) months of Employee’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus weighted average base salary for the year in which 12 months preceding the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the ExecutiveEmployee’s date of termination (or at for such lesser period as the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was Employee has been employed by the Company in the year of the Executive’s prior to such termination, and the denominator of which is 365. The payment described in this clause ) plus (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s afterthree-tax cost of continuing such coverage, where such coverage may not be continued fourths (or where such continuation would adversely affect the tax status 3/4) of the plan last bonus, if any, paid to the Employee pursuant to Section 3.2, all of which shall be payable, in full and in a lump-sum cash payment (subject to applicable withholdings) within thirty (30) days following the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested provided that the Severance Agreement has been executed and become exercisable within the one (1) year any applicable revocation period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, with respect thereto has expired as of the Executive’s date such date. The payment of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, severance hereunder shall remain exercisable, notwithstanding any provision be subject to the contrary terms and conditions of Section 19 of this Agreement; and 5.2 upon the Employee’s termination from employment pursuant to this Section 5, the Company shall continue the Employee and his dependants on its medical and dental plans in any other agreement governing accordance with the applicable plans, or to the extent the Employee and his dependants cannot be maintained on such optionsplans, the Company will obtain comparable policies for the Employee and shall pay only that portion of the medical and dental premiums that it pays on behalf of its actively employed executives who receive the same type of coverage for a period of six nine (69) months after the ExecutiveEmployee’s date of termination; provided, however, that in no event will if the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences Employee becomes re-employed with another employer and is eligible to receive such benefits from such employer on terms at least as favorable to the Executive; and (v) Any other amounts earned, accrued Employee and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of his dependants as those being provided by the Company, whether then the Company shall no longer be required to provide those particular benefits to the Employee and his dependants. At the end of the nine (9) month period, the Employee may continue such policies on his own behalf or not pursuant to COBRA, if applicable, and shall be responsible for all premiums thereafter. The provision of benefits hereunder shall be subject to the terms and conditions of such plan or program otherwise require an employee to be employed with the Company on the date Section 19 of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursthis Agreement.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause. Further, in Executive may resign his employment at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek is terminated by the Company without Cause (other employment. In additionthan as a result of Executive’s death or disability), the or Executive may initiate a termination of resigns his employment by resigning under this Section 6 for Good Reason. The Executive shall give , in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Paragraph 7 (“Conditions to Receipt of Severance, COBRA Premiums, Special Cash Payments and Accelerated Vesting”) and Executive’s continued compliance with the terms of this Agreement (including the Confidentiality Agreement), the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of such resignation. On six (6) months of Executive’s Base Salary in effect as of the date of termination or resignationExecutive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as applicable, specified discussed in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesParagraph 7) has become effective. (b) Unless the Provided that Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period”) starting on Executive’s Separation from Service date and ending on the execution earliest to occur of: (i) six (6) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against the Company and all related parties with respect to all matters arising out violating applicable law (including, without limitation, Section 2716 of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”Public Health Service Act), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash shall in lieu of such coverage thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s after-tax cost of continuing such coverage, where such group health coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company effect on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid Executive’s employment termination (which amount shall be based on the premium for the year first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash Payments”). (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within thirty (30) days prior to or twelve (12) months following the year closing of a Change of Control, then in which addition to the Severance and COBRA Premiums (or Special Cash Payments), vesting of Executive’s termination occursOption shall be accelerated such that 100% of the shares subject to the Option shall be deemed immediately vested, and exercisable, as of Executive’s last day of employment (the “Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause and the Executive may voluntarily resign at any time without Good Reason, in each case upon not less than 30 days’ prior advance written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentparty. In addition, the The Executive may initiate a termination of employment by resigning under this for Good Reason as described in Section 6 12(c) below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof Release (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”as defined below), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment If the Executive’s employment is terminated without Cause or with Good Reason other than in connection with or within 24 months of a Change in Control, the Company will pay the Executive an amount equal to 1.0 one times the sum of (A) the Executive’s annual Base Salary Salary, plus (at the rate in effect immediately before the Executive’s date of terminationB) plus 1.00 times the Executive’s target annual cash bonus Annual Bonus for the year of termination. Payment shall be made over the 1-year period following the termination date in which installments in accordance with the Company’s normal payroll practices. (2) Notwithstanding any other provision contained herein, if the Executive’s date employment is terminated without Cause or for Good Reason, in each case, in connection with or during the 24-month period following a Change in Control, the Company will pay the Executive an amount equal to one times the sum of (X) the Executive’s annual Base Salary, plus (Y) the Executive’s target Annual Bonus for the year of termination; plus (Z) a pro-rata portion of the Executive’s Annual Bonus for the year of termination occursbased on actual performance for the applicable performance period. The payment described in this clause (i) shall be payable within 30 days Installment payments will begin on the 60th day after the Executive’s termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment. In the case of a payment following a Change in Control, the payments under Section 6(a)(2)(X) and (Y) above, will be paid in lump-sum and shall be made on the 60th day following the termination (or at date; the end payment of the revocation period for the Release, if later), or if a sixpro-month delay is required rata bonus pursuant to comply Section 6(a)(2)(Z) above will be payable in accordance with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period6(c) below. (iib) A pro rata bonus The Company shall make a lump-sum payment for on the year in which 60th day following the Executive’s termination occurs date equal to the ExecutiveCOBRA premiums that the Executive would pay if he elected continued health coverage under the Company’s target annual cash bonus health plan for the Executive and his dependents for the 12-month period following the termination, based on the COBRA rates in effect at the termination date. (c) The prorated Annual Bonus referenced in Section 6(a)(2)(Z) above, shall be determined by multiplying the full year in which Annual Bonus that would otherwise have been payable to the Executive’s termination occurs, based upon the achievement of the applicable performance goals, as determined by the Compensation CommitteeBoard, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year of in which the Executive’s termination, termination date occurs and the denominator of which is 365. The payment described in this clause (ii) Such prorated Annual Bonus, if any, shall be payable within 30 days paid at the same time as bonuses are paid to other employees of the Company, but not later than two and a half months after the Executive’s date of termination (or at the end of the revocation period for fiscal year in which the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period;termination date occurs. (iii1) Medical coverage If the Executive’s employment is terminated without Cause or for Good Reason other than in connection with or during the 12-month period 24 months following a Change in Control, then (A) any equity awards (other than the Staking Grant) that were granted more than 12 months before the Executive’s termination or until date will vest as of the termination date as follows: (i) all time-based awards will accelerate pro-rata based on the timing of termination; and (ii) all performance-based awards (if any) will vest pro-rata based on target performance through the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock optionstermination; and (B) the Staking Grant shall vest pro-rata if and only if such termination occurs more than 6 months following the grant date of such award; for the avoidance of doubt, restricted stock no acceleration shall occur for the Staking Grant if such termination occurs within 6 months of the grant date. Other than with respect to the Staking Grant, which shall vest in accordance with subsection (B), no equity award that was granted within 12 months of the termination date shall be subject to accelerated vesting due to such termination. (2) For any termination without Cause or resignation with Good Reason that occurs in connection with or during the 24 months following a Change in Control, (X) all time-based equity awards (including any Staking Grant that was awarded more than 6 months prior to the termination date) shall accelerate and other become fully vested, and (Y) all performance-based equity rights held by the Executive awards shall accelerate and become vested based on actual performance as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary applicable Change in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; andControl. (ve) Any The Company shall pay any other amounts earned, accrued and owing but not yet paid under Section 2 2(a) and/or 2(b), with respect to any completed fiscal year, above and any benefits accrued and due under any applicable benefit plans and programs of the CompanyCompany (“Accrued Obligations”), regardless of whether the Executive executes or not revokes the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursRelease.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause. Further, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of resign his employment by resigning under this Section 6 at any time for Good Reason. The Executive shall give . (ii) In the event Executive’s employment with the Company not less is terminated by the Company without Cause (other than 30 days’ as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case prior written notice to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such resignation. On termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of six (6) months of Executive’s Base Salary in effect as of the date of termination or resignationExecutive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as applicable, specified discussed in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesParagraph 9) has become effective. (b) Unless the Provided that Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period “) starting on Executive’s Separation from Service date and ending on the execution earliest to occur of: (i) six (6) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against the Company and all related parties with respect to all matters arising out violating applicable law (including, without limitation, Section 2716 of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”Public Health Service Act), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash shall in lieu of such coverage thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s after-tax cost of continuing such coverage, where such group health coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company effect on the date of paymentExecutive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash Payments”). (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within thirty (30) days prior to or twelve (12) months following the closing of a Change of Control, then in addition to the Severance and COBRA Premiums (or Special Cash Payments), the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior limited to the year in which the Option, such that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as of Executive’s termination occurslast day of employment (the “Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior advance written notice; provided, however, the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice to the Executive; provided that, for all or part of such thirty (30)-day period in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentCompany’s discretion. In addition, the The Executive may initiate a termination of employment by resigning under this Section 6 without Cause or for Good Reason. The Executive shall give Upon termination by the Company not less than 30 days’ prior written notice of such resignation. On the date of termination without Cause or resignation, as applicable, specified in such notice, resignation by the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveGood Reason, if the Executive executes and does not timely revoke a written release, Release (as defined below) in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties accordance with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “such Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A The Company will pay the Executive, in a single lump sum cash payment equal within sixty (60) days following the termination date, (A) any Annual Bonus (to 1.0 times the Executive’s annual Base Salary (at extent not already paid) that, had he remained employed, would otherwise have been paid to the rate in effect immediately Executive for any fiscal year of the Company that was completed on or before the Executive’s date of terminationtermination (the “Prior Year Bonus”) plus 1.00 times and (B) a pro rata portion of the Executive’s target annual cash bonus Annual Bonus for the partial fiscal year in which the Executive’s date of termination occurs. The payment described occurs in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs an amount equal to the Executive’s product of (x) the target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, Annual Bonus multiplied by (y) a fraction, the numerator of which is shall be the number of days during elapsed through the date of termination in the fiscal year in which the Executive was employed by the Company in the year date of the Executive’s termination, termination occurs and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to two times the sum of (A) the Executive’s Base Salary in effect on the date of termination (or at without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the end of the revocation period target Annual Bonus for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on year in which the Executive is eligible for coverage under terminated, with 50% of the Severance Payment payable in a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at lump sum payment within sixty (60) days following the level in effect at termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) To the extent not previously vested and exercisable as of the date of his termination termination, any outstanding Company equity based awards (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding including stock options, restricted stock, restricted stock and units, phantom equity or other equity rights based awards) held by the Executive shall immediately vest and, as applicable, be paid or distributed, and/or become exercisable in full; and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s date of terminationtermination date, if any, which would have vested and become exercisable within for the one eighteen (1) year 18)-month period following the Executive’s date of termination shall become vested and/or exercisabledate, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company based on the COBRA rates in effect at the termination date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for (the year prior to the year in which the Executive’s termination occurs“COBRA Payment”).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause. Further, in Executive may resign his employment at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek is terminated by the Company without Cause (other employment. In additionthan as a result of Executive’s death or disability), the or Executive may initiate a termination of resigns his employment by resigning under this Section 6 for Good Reason. The Executive shall give , in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Paragraph 7 (“Conditions to Receipt of Severance, COBRA Premiums, Special Cash Payments and Accelerated Vesting”) and Executive’s continued compliance with the terms of this Agreement (including the Confidentiality Agreement), the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of such resignation. On one (1) year of Executive’s Base Salary in effect as of the date of termination or resignationExecutive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as applicable, specified discussed in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesParagraph 7) has become effective. (b) Unless the Provided that Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period”) starting on Executive’s Separation from Service date and ending on the execution earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against the Company and all related parties with respect to all matters arising out violating applicable law (including, without limitation, Section 2716 of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”Public Health Service Act), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash shall in lieu of such coverage thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s after-tax cost group health coverage in effect on the date of continuing such Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), where such which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage may not be continued and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the twelfth (12th) calendar month following Executive’s Separation from Service date (the “Special Cash Payments”). (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within thirty (30) days prior to or twelve (12) months following the closing of a Change of Control, then in addition to the Severance and COBRA Premiums (or where Special Cash Payments), the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including but not limited to the Option, such continuation would adversely affect that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as of Executive’s last day of employment (the tax status “Change of the plan pursuant to which the coverage is providedControl Accelerated Vesting”). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period;. (iv) All If Executive’s employment with the Company terminates as a result of Executive’s death or disability, the Company shall accelerate the vesting of fifty percent (50%) of the outstanding then-unvested equity awards granted to Executive’s outstanding stock options, restricted stock and other equity rights held by including but not limited to the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may beOption, as of the Executive’s date last day of terminationemployment (the “Unforeseen Events Accelerated Vesting,” and either the Change of Control Accelerated Vesting or the Unforeseen Events Acceleration, the “Accelerated Vesting”), it being acknowledged and agreed that, other than the Unforeseen Events Accelerated Vesting, Executive shall not be entitled to any stock optionsSeverance, including any stock options that previously became exercisable and have not expired COBRA Premiums (or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6Special Cash Payments) months after the if Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed employment with the Company on the date terminates as a result of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursdeath or disability.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause. Further, in Executive may resign his employment at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek is terminated by the Company without Cause (other employment. In additionthan as a result of Executive’s death or disability), the or Executive may initiate a termination of resigns his employment by resigning under this Section 6 for Good Reason. The , in either case prior to the thirty (30)-day period prior to the closing of a Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive shall give remains in compliance with the terms of this Agreement, the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, the equivalent of such resignation. On six (6) months of Executive’s Base Salary in effect as of the date of termination or resignationExecutive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as applicable, specified discussed in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesParagraph 7) has become effective. (b) Unless the Provided that Executive complies with the provisions of Section 6(c) below, upon termination or resignation timely elects continued coverage under Section 6(a) aboveCOBRA, the Executive Company shall be entitled pay Executive’s COBRA premiums to receive only the amount due to the Executive under the Companycontinue Executive’s then current severance pay plan coverage (including coverage for employeeseligible dependents, if any, but only to applicable) (“COBRA Premiums”) through the extent not conditioned period (the “COBRA Premium Period “) starting on Executive’s Separation from Service date and ending on the execution earliest to occur of: (i) six (6) months following Executive’s Separation from Service date; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of a release by the Executivesuch event. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against the Company and all related parties with respect to all matters arising out violating applicable law (including, without limitation, Section 2716 of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”Public Health Service Act), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash shall in lieu of such coverage thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s after-tax cost of continuing such coverage, where such group health coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company effect on the date of paymentExecutive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (x) the date upon which Executive obtains other employment or (y) the last day of the sixth (6th) calendar month following Executive’s Separation from Service date (the “Special Cash Payments”). (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within thirty (30) days prior to or twelve (12) months following the closing of a Change of Control, then in addition to the Severance and COBRA Premiums (or Special Cash Payments), the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior limited to the year in which the Stock Awards, such that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as of Executive’s termination occurslast day of employment (the “Accelerated Vesting”).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior advance written notice; provided, however, the Company may relieve the Executive from performing any duties and pay the Executive her Base Salary (if any) in lieu of notice to the Executive; provided that, for all or part of such thirty (30)-day period in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentCompany’s discretion. In addition, the The Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give Upon termination by the Company not less than 30 days’ prior written notice of such resignation. On the date of termination without Cause or resignation, as applicable, specified in such notice, resignation by the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveGood Reason, if the Executive executes and does not timely revoke a written release, Release (as defined below) in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties accordance with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “such Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A The Company will pay the Executive, in a single lump sum cash payment equal within sixty (60) days following the termination date, (A) the Accrued Obligations; (B) any Annual Bonus (to 1.0 times the Executive’s annual Base Salary (at extent not already paid) that, had she remained employed, would otherwise have been paid to the rate in effect immediately Executive for any fiscal year of the Company that was completed on or before the Executive’s date of terminationtermination (the “Prior Year Bonus”) plus 1.00 times and (C) a pro rata portion of the Executive’s target annual cash bonus Annual Bonus for the partial fiscal year in which the Executive’s date of termination occurs. The payment described occurs in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs an amount equal to the Executive’s product of (x) the target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, Annual Bonus multiplied by (y) a fraction, the numerator of which is shall be the number of days during elapsed through the date of termination in the fiscal year in which the Executive was employed by the Company in the year date of the Executive’s termination, termination occurs and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after 365 (the “Pro Rata Bonus”); (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A) the Executive’s Base Salary in effect on the date of termination (or at without giving effect to any reduction in Base Salary that constitutes Good Reason) plus (B) the end of the revocation period target Annual Bonus for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on year in which the Executive is eligible for coverage under terminated, with 50% of the Severance Payment payable in a plan maintained by lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at lump-sum payment within sixty (60) days following the level in effect at termination date equal to the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as COBRA premiums that the same may be changed by the Company from time to time for employees generally, as Executive would pay if the Executive had elected continued in employment during such period; or, as an alternative, health coverage under the Company may elect to pay to Company’s health plan for the Executive cash in lieu of such coverage in an amount equal to and the Executive’s after-tax cost of continuing such coveragedependents, where such coverage may not be continued (or where such continuation would adversely affect provided that the tax status of dependent was covered under the Company’s health plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of terminationtermination date, if any, which would have vested and become exercisable within for the one eighteen (1) year 18)-month period following the Executive’s date of termination shall become vested and/or exercisabledate, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company based on the COBRA rates in effect at the termination date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for (the year prior to the year in which the Executive’s termination occurs“COBRA Payment”).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if by the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 7 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 thirty (30) days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 resign for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, Reason (as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliatesdefined below). (b) Unless the Executive complies with the provisions of Section 6(c7(c) below, upon termination or resignation under Section 6(a7(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the CompanyCompany (the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 6(b7(b), upon termination or resignation, as applicable, under Section 6(a7(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, release of any and all claims against the Company and all related parties or its affiliates, with respect to all matters arising out of the Executive’s employment by with the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of in such form as provided by the Company under which the Executive has accrued and is due a benefit) in its sole discretion (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentialitySection 14 below and Exhibit A and Exhibit B, non-competition or non-solicitation agreement with in addition to the Company to which the Executive is subjectAccrued Obligations, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, receive the following: (i) A lump sum cash payment equal to 1.0 times Continuation of the Executive’s annual Base Salary for twenty-four (24) months (the “Severance Term”), at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) , which amount shall be payable within 30 days after paid in regular payroll installments over the applicable period following the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period.date; and (ii) A pro rata bonus payment prorated Annual Bonus for the year in which the Executive’s termination occurs equal to of employment occurs, which shall be determined by multiplying the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied Target Incentive Bonus by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of in which the Executive’s termination, termination date occurs and the denominator of which is 365. The payment described in this clause (ii) prorated Annual Bonus, if any, shall be payable within 30 days after the Executive’s date of termination (or paid at the end same time as bonuses are paid to other employees of the revocation period for the ReleaseCompany, if later), or if a six-month delay is required to comply with section 409A but not later than March 15 of the Code, on fiscal year following the first business day following such delay period;fiscal year for which it was earned. (iii) Medical If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all material respects as the coverage provided to the Company’s then other active senior executives for the 12-eighteen (18) month period following the Executive’s termination or until the date on which of employment; provided that the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to shall pay to the Executive cash in lieu of such coverage in an amount equal to the amount active employees pay for such coverage as of the date of the Executive’s after-tax cost termination (the “Monthly COBRA Costs”) and the period of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period provided under section 4980B of the Internal Revenue Code, as amended and the regulations and guidance promulgated thereunder (the “Code”) shall run concurrently with the foregoing 12-month period; ; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this subsection (ivc)(iii) All shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s outstanding stock optionssubsequent or other employment; and provided further that, restricted stock and other equity rights held by notwithstanding the Executive as of the Executive’s date of terminationforegoing, if any, which the Company’s making payments under this Section 7(c)(iii) would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and violate any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision nondiscrimination rules applicable to the contrary Company’s group health plan under which such coverage is made available, or result in any other agreement governing the imposition of penalties under the Code or the Affordable Care Act, or be impermissible under applicable law, the Parties agree to reform this Section 7(c)(iii) in a manner as is necessary to comply with such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will requirements and avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspenalties.

Termination Without Cause; Resignation for Good Reason. If the ExecutiveEmployee’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) 4.3), or if by the Executive resigns Employee’s voluntary resignation for Good Reason (as defined in Section 11 below4.2), either before or after other than in connection with a Change of in Control (as defined in Section 11 below7.2(a)), then the provisions Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 18 of this Section 6 Agreement, the Employee shall apply.be eligible to receive the following separation benefits: (a) The Company may terminate an amount equal to the Executiveproduct of (i) one twelfth (1/12) of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with the Company at any Company’s payroll practices in effect from time without Cause upon not less than 30 days’ prior written notice to time beginning on the ExecutivePayment Commencement Date (as defined below); provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to of any bonus for the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, prior year that was approved but not yet paid to the Employee at the time of the Employee’s termination of employment, less any amounts required to be withheld under Section 2 applicable law, which amount shall be paid in a manner and any benefits accrued and due in accordance timing consistent with the terms of any applicable benefit plans payments to other similarly situated employees and programs of consistent with the Company. (c) Notwithstanding the provisions requirements of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for but in no event later than March 15 of the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in following the year of performance; provided, in both cases, that the Executive’s termination, Severance Agreement has been executed and any applicable revocation period with respect thereto has expired within sixty (60) days following the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the ExecutiveEmployee’s date of termination (or at such 60th day, the end of “Payment Commencement Date”); provided, however, that if the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business 60th day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the ExecutiveEmployee’s date of termination shall become vested and/or exercisable, as occurs in the case may be, as of calendar year following the Executive’s date year of termination, then the Payment Commencement Date shall be no earlier than January 1 of the year following the year of termination; and 5.2 upon the Employee’s termination from employment pursuant to this Section 5, the Company shall make contributions to the cost of COBRA (Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, applicable dependents for a period of six (6) months after the ExecutiveEmployee’s date of terminationtermination if the Employee elects COBRA coverage, and only for so long as such coverage continues in force; provided, however, that if the Employee commences new employment and is eligible for a new group health plan, the Company’s contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to Company-provided health and dental insurance coverage in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs effect immediately before termination of the Company, whether or not the terms of such plan or program otherwise require Employee’s employment for an active employee to be employed with the Company on same coverage elections. At the date end of paymentthe six (6) month period, including without limitationthe Employee may continue such COBRA, any cash bonus earned or accrued but not yet paid if applicable, and shall be responsible for the year prior to the year in which the Executive’s termination occursall premiums thereafter.

Termination Without Cause; Resignation for Good Reason. If (i) If, (A) prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause, (B) prior to the expiration of the Term, the Executive resigns for Good Reason, or (C) the Executive’s employment is not continued following the expiration of the Term on account of the Company and the Executive failing to mutually agree upon the Executive’s continued employment and the terms thereof, the Executive shall be entitled to receive the Accrued Compensation and Benefits. In addition, in the event of the occurrence of any of (A)-(C) above, the Company shall pay the Executive a cash lump sum in the amount of two (2) times his Base Salary. In addition, if the Executive’s employment is terminated without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below)and, either before following such termination or after a Change resignation of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is givenemployment, the Executive shall be under no obligation timely elects to render any additional services to receive so-called “COBRA” continuation coverage for himself and/or his covered dependents, the Company will provide such coverage to them under the Company’s applicable medical and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reasondental plans. The Executive shall give be required to pay the full COBRA premium for such coverage for so long as he maintains such coverage. However, the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earnedas additional severance, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, nonone-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A time lump sum cash payment in an amount equal to 1.0 18 times the excess of (x) the total monthly premium cost for the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date COBRA continuation coverage, determined as of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination or resignation of employment, over (or generally comparable coveragey) for himself and, where applicable, his spouse and dependents, as the amount of the standard contribution that the Company’s active employees are required to make toward the total monthly cost of the same may be changed by the Company from time to time for employees generallycoverage, determined as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage date. Such lump sum payment shall be subject to all required tax withholding. Other than payment in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status respect of the plan Accrued Compensation and Benefits, which shall be made at the times provided in Section 4(a), subject to Section 4(b)(iii) below, payments pursuant to which this Section 4(b) shall be made on the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period 60th day following the Executive’s date of termination of employment. Except for the payments and benefits to be paid or provided to the Executive pursuant to this Section 4(b), the Executive shall become vested and/or exercisablehave no further rights under this Agreement or otherwise under any plan, as the case may be, as program or arrangement of the Executive’s date of terminationCompany Group (which includes, and any stock optionsprior to a Transaction, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision the Parent Group) to the contrary in receive any other agreement governing compensation or benefits after such options, for a period termination or resignation of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursemployment.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company CTI without Cause (as defined in Section 11 below) Cause, or if the Executive resigns from Executive’s employment for Good Reason (and provided that such termination constitutes a “separation from service” as defined in Treasury Regulation Section 11 below), either before or after a Change of Control 1.409A-1(h) (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a“Separation”) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, general release of any and all claims against in the form prescribed by the Company and all related parties with respect to all matters arising out such release becomes effective within sixty (60) days of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) Separation (the “ReleaseDeadline”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: : (i) A lump sum cash payment eighteen (18) months of Severance Pay; (ii) an amount equal to 1.0 times the greater of the average of the three (3) prior years’ bonuses or thirty percent (30%) of base salary in effect upon Executive’s annual Base Salary Severance Date; (at iii) pay for all vacation time accrued as of the rate in effect immediately before Severance Date; and (iv) CTI shall continue to pay premiums to maintain any life insurance for Executive, existing and paid for by CTI as of the Executive’s date of terminationSeverance Date, for eighteen (18) plus 1.00 times months following the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occursSeverance Date. The payment described parties agree that the foregoing shall be paid as follows: (w) the Severance Pay provided in this clause (i) above shall be payable within 30 days paid in eighteen (18) equal installments pursuant to CTI’s regular payroll procedures commencing on the Company’s first normal payroll date that occurs on or after the Deadline, (x) the severance provided in (ii) above shall be paid on the first normal payroll date on or after the Deadline, (y) the accrued but unused vacation shall be paid on the Severance Date and (z) premium payments for life insurance shall be made on each regularly scheduled due date for such payments beginning with the first regularly scheduled due date that occurs on or after the Deadline Date (with any payments due prior to such time being made on such date). In addition, CTI shall reimburse the Executive for any premium payments for COBRA continuation coverage for the Executive and Executive’s covered dependents under CTI’s medical plan only for the period from the Severance Date until the earlier of: (1) a date eighteen (18) months after the Severance Date; or (2) a date on which the Executive is covered under the medical plan of termination (another employer, which does not exclude pre-existing conditions. At Executive’s sole cost and expense, Executive may elect to exercise any disability insurance conversion originally available to Executive under the then existing group or at individual disability insurance policies. In the end event of a breach of the revocation period for the ReleaseInventions and Proprietary Information Agreement, if later)in addition to any other remedy available to CTI, or if a six-month delay is required to comply with section all of CTI’s obligations under this Section 1(b) shall terminate immediately. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each payment that is paid under the preceding paragraph (other than payments referenced in Section 1(b)(iii) above and COBRA reimbursements) is hereby designated as a separate payment. Notwithstanding anything stated herein, if the Company (for this purpose, “employer” as defined in Treasury Regulation Section 1.409A-1(h)(3)) is publicly traded on an established securities market or otherwise at the time of Executive’s Separation and, at the time of Executive’s Separation Executive is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), then any severance that Executive would otherwise be entitled to pursuant to 1(b) during the six (6) month period following his Separation (for purposes of clarity, this does not include amounts referenced in Section 1(b)(iii) above or COBRA reimbursements) shall not be paid during such six (6) month period and shall instead be paid on the first business day following the expiration of such delay period. six (ii6) A month period or, if earlier, the date of Executive’s death, and any remaining payments shall continue to be paid in accordance with this Section 1(b). The Executive shall have no right under this Agreement or otherwise to receive any bonus, stock options, or other compensation awarded or benefits provided, determined or paid subsequent to the Severance Date to other employees of CTI, pro rata bonus payment or otherwise. However, if Executive is terminated by CTI without Cause or the Executive resigns from Executive’s employment for Good Reason, all unvested stock based compensation to which the year Executive may have rights on the Severance Date shall accelerate and immediately vest and all options shall remain exercisable as provided for in the parties’ corresponding Stock Option Agreement(s). Notwithstanding the foregoing, if and only if, CTI is a privately held company on the Executive’s Severance Date, CTI shall recommend to the Board of Directors to extend the exercise period from three (3) months to two (2) years after the Severance Date for stock options other than any incentive stock options in which the Executive’s termination occurs equal to Executive may have rights on the Executive’s target annual cash bonus for the year Severance Date; provided however, should CTI stock become publicly traded during any extended stock option exercise period granted hereunder, Executive may only exercise stock options in which Executive may have rights during the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause three (ii3) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination date a corresponding S-8 registration statement is declared effective; or until ii) the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status last day of the plan pursuant to which the coverage is provided)extended stock option exercise period. The COBRA health care continuation coverage decision to accept CTI’s recommendation to extend the exercise period under section 4980B shall be within the sole discretion of the Code, shall run concurrently with the foregoing 12-month period; (iv) All Board of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company Directors. If CTI Common Stock is publicly traded on the date of payment, including without limitationSeverance Date, any cash bonus earned or accrued but not yet paid exercise period will remain as provided for in the year prior to the year in which the Executive’s termination occursparties’ corresponding Stock Option Agreement(s).

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined in Section 4) upon not less than 30 days’ prior written notice to the Executive; provided provided, however, that, in following the event that delivery of such notice is givento the Executive, the Executive shall be under no obligation to render any additional services to the Company, and the Company and shall be allowed may require the Executive to seek other employmentcease performing services for the Company. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 2.1 for Good ReasonReason (as defined in Section 4); provided, however, that the Company shall be given the opportunity to cure in accordance with Section 4(d). The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with Subject to the provisions of Section 6(c) below2.1(c), upon termination any removal or resignation under described in Section 6(a) above2.1(a), the Executive shall be entitled to receive only the amount due to Accrued Obligations through the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution date of a release by the Executivetermination. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due earned in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b2.1(b), in the event that the Executive executes a written release upon termination such removal or resignation, substantially in the form attached hereto as applicable, under Section 6(a) above, if Exhibit A (the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion“Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under subject to the terms of this Agreement or under any plans or programs of exceptions set forth in the Release), which Release must be executed by the Executive, returned to the Company under and the period within which the Executive has accrued and is due a benefit) (may revoke the “Release”), and so long as Release expired no later than 60 days following the Executive continues to comply with the provisions date of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjecttermination, the Executive shall be entitled to receive, in lieu of addition to the payment payments and benefits described in Section 6(b) and any other payments due under any severance plan or program for employees or executives2.1(b), the following: (i) A lump sum cash payment severance payment, without discount, in an amount equal to 1.0 times the Executive’s annual Base Salary product of (at A) three and (B) the rate Annual Compensation (as defined in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occursSection 4). The Subject to Section 18, payment described in this clause (i) shall be payable made (x) within 30 15 days after the Executive’s date Release has been returned to the Company and the period within which the Executive may revoke it has expired or, (y) if, and only if, it is agreed by both the Executive and the Company at the time of termination (or at the end that such payment constitutes “nonqualified deferred compensation” for purposes of the revocation period for the Release, if later), or if a six-month delay is required to comply with section Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business 75th day following such delay periodthe date of termination. (ii) A pro rata prorated annual bonus payment for in respect of the fiscal year in which the Executive’s date of termination occurs equal to occurs, the Executive’s target annual amount of which shall be no less than the amount of the cash bonus for incentive compensation awarded in respect of the fiscal year immediately preceding the fiscal year in which the Executive’s date of termination occurs, as determined by the Compensation Committeeif any, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the such current fiscal year of the Executive’s termination, prior to such termination and the denominator of which is 365. The payment described , payable in this clause (ii) shall be payable cash in a lump sum within 30 15 days after the Executive’s date of termination Release has been returned to the Company and the period within which the Executive may revoke it has expired (or at the end of the revocation period for the Release, if latera “Pro Rata Bonus”), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period;. (iii) Medical coverage for the 12-month For a period of 36 months following the Executive’s termination or until date of termination, continuation of the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level group term life and health insurance in effect at the date of his the Executive’s termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependentsdependents (without giving effect to any reduction in such benefits subsequent to a Change in Control (as defined in the Company’s 2015 Long-Term Incentive Plan as in effect on the Effective Date)), as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is providedprovided or result in penalty taxes to the Executive pursuant to Section 409A of the Code), the Company may elect to pay the Executive cash in lieu of such coverage in an amount equal to (A) as to health insurance, the product of 36 multiplied by the Company’s monthly COBRA rate in effect immediately prior to the date of termination in respect of the type of coverage applicable to the Executive at that time and (B) as to life insurance, the premiums that would be paid by the Company during the three-year period following the date of termination had the Executive’s employment continued during such period, which amount shall be paid in 36 monthly installments following the date of termination. The COBRA health care continuation coverage period under section Section 4980B of the Code, Code shall run concurrently with the foregoing 1236-month benefit period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified then in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under amounts set forth in Section 6(a) above), the Executive shall be entitled to receive only the amount due to following payments (collectively, the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of “Severance Payments”): (A) a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs pro rata portion of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause or resignation occurs calculated by multiplying (ix) shall be payable within 30 days after the Executive’s date Bonus for the year of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), based and on the first business day following such delay period. assumption that all performance targets have been or will be achieved) by (iiy) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in during the year of the Executive’s termination, termination and the denominator of which is 365. The ; and (B) a payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost Applicable Multiple (as defined below) times the sum of continuing such coverage(x) the Reference Salary, where such coverage may not be continued (y) the Reference Bonus and (z) the Reference Benefits Value (each as defined below). “Applicable Multiple” means (A) two, in the event the termination without Cause or where such continuation would adversely affect the tax status resignation for Good Reason occurs prior to a Change in Control of the plan pursuant to which Company (as defined in Section 7(b)), and (B) three, in the coverage is provided). The COBRA health care continuation coverage period under section 4980B event the termination without Cause or resignation for Good Reason occurs on or after a Change in Control of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of terminationCompany; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences that, if within six months prior to the date on which a Change in Control occurs, the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed ’s employment with the Company on is terminated by the date Company without Cause or by the Executive for Good Reason and it is reasonably demonstrated that such termination of paymentemployment without Cause or Good Reason event was in contemplation of the Change in Control, including without limitationthen the Applicable Multiple shall be three, but the Severance Payments then payable shall be reduced by any cash bonus earned or accrued but not yet Severance Payments previously paid for the year prior to the year in which the Executive’s termination occurs.Executive under this 4

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in Executive may resign at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek other employment. In additionis terminated by the Company without Cause, the or Executive may initiate a termination of employment by resigning under this Section 6 resigns for Good Reason. The , then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive shall give remains in compliance with the terms of this Agreement, the Company not less than 30 days’ prior written notice shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, a lump sum payment equal to the sum of such resignation. On twelve (12) months of Executive’s base salary in effect as of the date of termination Executive’s employment termination, plus a lump sum amount equal to her full bonus target for the calendar year in which the Separation from Service occurs, subject to standard payroll deductions and withholdings (the “Severance”). The severance will be paid in a single lump sum on or resignation, as applicable, specified in such notice, about the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of Company’s first regular payroll date following the Board, related to the Company and its parents, subsidiaries and affiliates.60th day after Executive’s Separation from Service (b) Unless The Company shall accelerate the Executive complies with vesting of Executive’s new hire Option referenced in Executive’s February 22, 2022 offer letter from the provisions of Section 6(cCompany (the “Offer Letter”) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due and awarded pursuant to the Executive under the Company’s then current severance pay plan for employeesMay 6, if any, but only to the extent not conditioned on the execution of a release 2022 Option Award Agreement by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs four (4) additional months effective as of the Companydate of Separation from Service. (c) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) aboveforegoing, if the Executive executes and does not revoke a written release, in a form acceptable to the CompanyCompany determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of any and all claims against violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company and all related parties with respect instead shall pay to all matters arising out Executive, on the first day of the Executive’s employment by the Companyeach calendar month, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum fully taxable cash payment equal to 1.0 times the applicable COBRA premiums for that month (including premiums for Executive and Executive’s annual Base Salary (at the rate eligible dependents who have elected and remain enrolled in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if latersuch COBRA coverage), or if a six-month delay is required subject to comply with section 409A of the Internal Revenue Code of 1986applicable tax withholdings (such amount, as amended (the “CodeSpecial Cash Payment”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year remainder of the Executive’s terminationCOBRA Premium Period. Executive may, and but is not obligated to, use such Special Cash Payments toward the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspremiums.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company shall terminate without Cause (as defined in pursuant to Section 11 below) or if the Executive resigns 3(a)(iv), for Good Reason (as defined in pursuant to Section 11 below3(a)(v), either before or after a Change of Control (as defined in Section 11 below)then, the provisions of this Section 6 shall apply. (a) The Company may terminate provided that the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning constitutes a “separation from service” as defined under this Treas. Reg. Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as 1.409A-1(h) (a director or member of the Board, related to the Company “Separation from Service”) and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned contingent on the execution of a release by Executive’s compliance with Sections 5, 6 and 7 hereof (the Executive. No other payments or benefits shall be due under this Agreement to the Executive“Restrictive Covenants”), but the Executive shall be entitled in addition to any amounts earned, accrued and owing, but not yet paid payable under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following:3(c): (i) A lump sum cash payment equal subject to 1.0 times satisfaction of the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus applicable performance objectives applicable for the fiscal year in which the Executive’s date of such termination occurs. The payment described in this clause , the Company shall pay to the Executive an amount equal to (iA) shall be the Annual Bonus otherwise payable within 30 days after to the Executive’s date of termination (or at the end of the revocation period Executive for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the fiscal year in which such termination occurred, assuming Executive had remained employed through the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committeeapplicable payment date, multiplied by (B) a fraction, the numerator of which is the number of days during which elapsed from the Executive was employed by commencement of such fiscal year through the Company in the year date of the Executive’s termination, such termination and the denominator of which is 365. The payment described 365 (or 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in this clause no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (ii) the Company shall be payable within 30 days after pay to the Executive an aggregate amount equal to one and one-half (1.5) times the sum of (x) the Executive’s date of termination Annual Base Salary and (or at the end of the revocation period for the Releasey) Target Bonus Amount, if later)in each case, or if a six-month delay is required to comply with section 409A of the Code, as in effect on the first business day following such delay periodDate of Termination payable in eighteen (18) substantially equal monthly installments; (iii) Medical coverage for the 12-month period following subject to the Executive’s termination timely election of, continued eligibility for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly, or until the date on which reimburse the Executive is eligible for, the premium costs under COBRA for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself Executive and, where applicable, his eligible spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six eighteen (618) months after following the ExecutiveDate of Termination under one of the Company’s date of termination; provided, however, that in no event will group medical plans (with any direct payment by the option be exercisable beyond its original term Company or later than reimbursement to the latest date that will avoid adverse tax consequences Executive treated as income to the Executive); provided that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 4(b)(iii) shall immediately cease. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 4(b)(iii) 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 (to the extent applicable), the Company shall discontinue the COBRA-related payments provided for in this Section 4(b)(iii); and (viv) Any other amounts earnedif such termination occurs in connection with or following a Change in Control, accrued to the extent not already vested as of (or forfeited prior to) the Date of Termination, any remaining service-based vesting conditions of any Initial Grants or Annual Grants will be deemed satisfied upon such termination. Payments and owing but not yet paid under benefits provided in this Section 2 above and 4(b) shall be in lieu of any termination or severance payments or benefits accrued and due for which the Executive may be eligible under any applicable benefit plans and of the plans, policies or programs of the Company, whether Company or not under the terms Worker Adjustment Retraining Notification Act of such plan 1988 or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned similar state statute or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursregulation.

Termination Without Cause; Resignation for Good Reason. If the ExecutiveEmployee’s employment hereunder is terminated prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable, (i) by the Company without Cause pursuant to Section 7(b) or (ii) by Employee for Good Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A) satisfies the Release Requirement; and (B) abides by the terms of each of Sections 9, 10 and 11, then the Company shall provide Employee with the payments and benefits set forth in Sections 7(f)(ii)(A), (B) and (C) below: (A) The Company shall pay severance to Employee in a total amount equal to (x) the Applicable Severance Multiple (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change multiplied by (y) the sum of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the ExecutiveEmployee’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s and target annual cash bonus STI Award for the year in which the Executive’s date of termination occursTermination Date occurs (such total severance amount being referred to as the “Severance Payment”). The payment described Severance Payment will be divided into substantially equal installments paid over the twelve (12)-month period following the Termination Date; provided, however, that if the Termination Date is within a CIC Protection Period (as defined below), then the Severance Payment will be paid to Employee in this clause a single lump sum on the First Payment Date (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Releaseas defined below). Subject to Section 23(d), if later)the Termination Date is not within a CIC Protection Period, or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)then, on the first business day First Payment Date, the Company shall pay to Employee, without interest, a number of such installments equal to the number of such installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s regularly scheduled pay dates on or following the Termination Date, and each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the remainder of such delay twelve (12)-month period. (iiB) A pro rata bonus payment During the portion, if any, of the twelve (12)-month period following the Termination Date (or, if the Termination Date is during a CIC Protection Period, the eighteen (18)-month period following the Termination Date) (as applicable, the “Reimbursement Period”) that Employee elects to continue coverage for Employee and Employee’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall promptly reimburse Employee on a monthly basis for the year difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (x) the last day of the Reimbursement Period; (y) the date Employee is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company or any other member of the Company Group, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Executive’s termination occurs equal Company may provide substantially equivalent benefits to Employee without such adverse impact on the Executive’s target annual cash bonus Company or such other member of the Company Group. (C) The Company shall pay Employee a pro-rata portion of the STI Award for the year STI Year in which the Executive’s termination occursTermination Date occurs (the “Pro-Rata STI Award”), as determined by which shall be equal to (x) the Compensation CommitteeSTI Award, if any, earned for the STI Year in which the Termination Date occurs based on actual performance (or, if the Termination Date occurs during a CIC Protection Period, the greater of target or actual performance), multiplied by (y) a fraction, the numerator of which is the number of days during which that have elapsed from the Executive was employed by beginning of such STI Year through the Company in the year of the Executive’s termination, Termination Date and the denominator of which is 365the total number of days in such STI Year. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a sixPro-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of terminationRata STI Award, if any, which would have vested and become exercisable within will be paid on the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision short-term incentive awards for such STI Year are paid to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs executives of the Company. The payments and benefits described in Section 7(f)(ii)(A), whether or not (B) and (C) above are collectively referred to herein as the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs“Termination Benefits.”

Termination Without Cause; Resignation for Good Reason. If (a) Notwithstanding the Executive’s employment is terminated by provisions of Section 1 of this Agreement, the Company Board of Directors of the Corporation may, without Cause (as defined hereafter defined), terminate the Executive's employment under this Agreement at any time in Section 11 belowany lawful manner by giving not less than thirty (30) days written notice to the Executive ("Notice of Termination"), which notice shall indicate the specific provision(s) in this Agreement relied upon for such termination. The Executive may resign for Good Reason (as hereafter defined) at any time by giving not less than thirty (30) days written notice to the Corporation ("Notice of Resignation"), which notice shall indicate the specific provision(s) in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for a resignation for Good Reason. In the event the Corporation terminates the Executive's employment without Cause or if the Executive resigns for Good Reason (as defined in Section 11 below)Reason, either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatand, in the event that either such notice is givenevent, the Executive shall be under no obligation offers in writing to render any additional continue to provide the services to contemplated by and on the Company terms of this Agreement and shall be allowed to seek other employment. In additionsuch offer is not accepted by the Corporation unconditionally in writing within five (5) days thereafter, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, then the Executive shall be entitled to receive only liquidated damages, subject in the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution case of a release by the Executive. No other payments or benefits shall be due under this Agreement 's resignation for Good Reason, to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation7(d) of this Agreement, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the followingfollows: (i) A The Executive shall be paid a lump sum cash payment by the Corporation, within thirty-five (35) days after a Notice of Termination is given by the Corporation to the Executive pursuant to this Section 7(a) of the Agreement, (unless such payment is subject to the limitations set forth in Section 409A of the Internal Revenue Code, in which case such payment shall be made 185 days after the date of termination) in an amount equal to 1.0 times the Executive’s annual Base Salary total cash compensation (at including bonus) paid or payable to the rate in effect Executive during the twelve (12) full consecutive months immediately before preceding the effective date of the Executive’s date 's termination of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period.employment; and (ii) A pro rata bonus payment The Corporation shall maintain in full force and effect for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator continued benefit of which is the number of days during which the Executive was employed by for twelve (12) months following the Company in the year effective date of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s 's termination or until resignation (the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided"Liquidated Damage Period"). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in at no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences cost to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to such termination as described in Section 4(a) of this Agreement (other than stock-based compensation plans of the CompanyCorporation or CFC), whether or not provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program otherwise require an employee is barred, the Corporation shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and programs. (i) In the event that the Executive becomes entitled to liquidated damages pursuant to Section 7(a) above, (A) the Corporation's obligations under Section 7(a)(i) above with respect to cash damages shall be employed with reduced by the Company on amount of the date of paymentExecutive's cash income, including without limitationif any, any cash bonus earned or accrued but not yet paid for from providing personal services during the year prior Liquidated Damage Period; and (B) the Corporation's obligation to maintain the benefits described under Section 7(a)(ii) above shall be reduced to the year extent, if any, that the Executive receives such benefits, on no less favorable terms, from another employer during the Liquidated Damage Period. For purposes of this Section 7(b), the term "cash income" shall include amounts of salary, wages, bonuses, incentive compensation and fees paid to the Executive in cash but shall not include shares of stock, stock options, stock appreciation rights or other earned income not paid to the Executive in cash. To the extent the provisions of this Section 7(b) are applicable and an overpayment has been made to the Executive as of the expiration of the Liquidated Damage Period, the Executive shall reimburse the Corporation in an amount equal to the after tax benefit realized by the Executive from such overpayment (i.e. amount realized net of all federal, state, local, employment and medicare taxes). In making the reimbursement calculation it shall be presumed that the Executive is subject to the highest marginal federal and state income tax rates. (ii) The Executive agrees that in the event he becomes entitled to liquidated damages pursuant to Section 7(a) above, throughout the Liquidated Damage Period, he shall promptly inform the Corporation of the nature and amounts of cash income and the type of health benefits and coverage which he earns or receives from providing personal services, and shall provide such documentation of such cash income and such health benefits and coverage as the Executive’s termination Corporation may request. In the event of changes to such cash income or such health benefits or coverage from time to time, the Executive shall inform the Corporation of such changes, in each case within five days after the change occurs, and shall provide such documentation concerning the change as the Corporation may request. (c) For purposes of this Agreement, "Good Reason" shall mean:

Termination Without Cause; Resignation for Good Reason. If Subject to the provisions set forth in Section 1.7.3, in the case of a termination of Executive’s employment is terminated by hereunder Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company without Cause (as defined i) shall pay Executive (A) in the event that the Termination takes place on or before August 16, 2009, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the year within the time set forth in Section 11 below1.4.2), subject to the tax withholding specified in Section 1.4.1 above or (B) or if in the event that the Termination takes place after August 16, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year within the time set forth in Section 1.4.2); such payments must not however extend beyond the second taxable year of the Executive resigns following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for Good Reason (as defined a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment. Further, subject to the provisions set forth in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that1.7.3, in the event that such notice there is givena Change of Control and within one year after the closing of the Change of Control, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 is terminated Without Cause or resigns for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A the Company shall pay Executive a lump sum cash payment equal to 1.0 times the Executive’s annual two years of Base Salary (at the rate in effect immediately before the Executive’s date continuation and two years of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date Target Bonus, such lump sum payment must be made within 60 days of such termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. employment; (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal if Executive elects to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for continue health coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination Consolidated Omnibus Budget Reconciliation Act (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided“COBRA”). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months up to one year after the termination, the Company will pay Executive’s date premiums, in an amount sufficient to maintain the level of termination; provided, however, that health benefits in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company effect on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurslast day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company Employer may terminate the ExecutiveEmployee’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentas defined herein. In addition, the Executive The Employee may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give Upon termination by the Company not less than 30 days’ prior written notice of such resignation. On Employer without Cause or resignation by the date of termination or resignation, as applicable, specified in such noticeEmployee for Good Reason, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive Employee shall be entitled to receive only any accrued but unpaid Base Salary, prorated Annual Bonus based on the amount due prior year’s Annual Bonus, and business or other expenses incurred up to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan reimbursable pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the CodeSection 6, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the CompanyEmployer, including any vested Restricted Shares (“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Employee executes or not revokes a written Agreement and Release (as defined below). In addition, in the terms event that the Employee is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Employee within five (5) days of such termination or resignation an Agreement and Release and in consideration for the Employee’s compliance with the undertakings set forth in Section !5(a) and in the other provisions of Section 15, if the Employee executes and delivers to the Company the Agreement and Release within fifty (50) days of the Employee’s termination of employment, and does not revoke such Agreement and Release such that it becomes effective by its terms prior to the sixtieth (60th) day following the Employee’s termination of employment, the Employee shall be entitled to receive, in lieu of any payments under any severance plan or program otherwise require an employee for employees or executives, the following (collectively, the “Separation Pay and Benefits”) (a) a cash payment equal to be employed one-half(0.5) times the Employee’s annual Base Salary as in effect on the termination date, plus one-half (0.5) times the Employee’s target Annual Bonus, with the Company sum of those two amounts payable in a lump sum within sixty (60) days following the Employee’s termination date; (b) reimbursement in cash equal to 100% of the COBRA premiums incurred by the Employee for the Employee and his eligible dependents under the Employer’s health plans during the six (6) month period following the Employee’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Employee remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days after the Employee’s termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Employee’s termination date and ending on the date of the first reimbursement payment. To the extent required by law, reimbursement payments pursuant to this Section 7(b) shall be treated as taxable compensation to the Employee; (c) accelerated vesting of any Restricted Shares granted pursuant to Section 2(c) that remain unvested as of the date of the Employee’s termination of employment, subject to the terms and conditions of the Equity Plan, including without limitationthe minimum vesting provisions set forth therein, any cash bonus earned or accrued but not yet paid for and the year prior applicable grant agreement, including all vesting provisions therein; and (d) the Employer shall have no additional obligations to the year in which the Executive’s termination occursEmployee.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s 's employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined in Section 10.1 below). Further, Executive may resign at any time for Good Reason (as defined in Section 10.2 below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive's employment with the Company is terminated by the Company without Cause (and shall be allowed to seek other employment. In additionthan as a result of Executive's death or Permanent Disability (as defined in Section 6.3(i) below)), the or Executive may initiate a termination of employment by resigning under this Section 6 resigns for Good Reason. The , then provided that Executive shall give satisfies the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignationRelease Requirement in Section 7 herein, as applicable, specified and remains in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies compliance with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of and the Confidentiality Agreement (as defined below), the Company under which the shall provide Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the followingfollowing “Severance Benefits”: (ia) A lump sum cash payment equal to 1.0 times the Executive’s 's annual Base Salary (i.e., a full payment of one year’s salary at the rate Base Salary rate) at the time of employment termination (without giving effect to any reduction in effect immediately before Base Salary that would give Executive the right to resign for Good Reason) to be paid by the Company on the first payroll date following the Effective Date of the Release (as defined below), but in no event more than seventy-five (75) days following the date of Executive’s 's termination of employment. (b) A lump sum cash payment in an amount equal to the average of the Annual Bonus payments Executive received from the Company during the last three years of employment completed prior to the year of the employment termination (or such lesser number of years of employment completed by Executive prior to the year of the employment termination if Executive has not yet been employed for three full years prior to the year of the employment termination), pro-rated based on the number of days Executive worked during the fiscal year of the employment termination, divided by 365, to be paid by the Company on the first payroll date following the Effective Date of the Release, but in no event more than seventy-five (75) days following the date of Executive's termination of employment. (c) If the Company has previously established a group health plan in which Executive participates prior to Executive's termination and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of such COBRA premiums for himself or herself and his or her covered dependents (on a monthly basis) for a period of up to twelve (12) months following the date of termination) plus 1.00 times ; provided, that, if and to the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment extent that any benefit described in this clause (iSection 6.2(ii)(c) shall is not or cannot be payable within 30 days after the Executive’s date of termination (paid or at the end of the revocation period for the Release, if later), provided under any Company plan or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal program without penalties or adverse tax consequences to the Executive’s target annual cash bonus Company or for the year in which the Executive’s termination occursany other reason, as determined by the Compensation CommitteeCompany in its sole discretion, multiplied by then the Company shall pay Executive a fraction, fully taxable cash payment equal to the numerator of which is the number of days during which the Executive was employed COBRA premium for each month that such benefits cannot be so paid or provided by the Company in for a period of up to twelve (12) months following the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at termination; provided, further, that the end of the revocation period for the ReleaseCOBRA payments or, if later)applicable, or if a six-month delay is required to comply with section 409A of the Codetaxable monthly payment discussed above, shall terminate on the first business day following such delay period; earliest to occur of (iiiA) Medical coverage for the close of the 12-month period following the termination of Executive’s termination 's employment; (B) the expiration of Executive's (or until Executive's dependents') eligibility for coverage under COBRA; and (C) the date on which the when Executive is becomes eligible for group health insurance coverage in connection with new employment or self-employment. If Executive becomes eligible for coverage under a another employer's group health plan maintained by a new employer or under a plan maintained by his spouse’s employerotherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(ii)(c), whichever is soonerExecutive must immediately provide written notice to the Company of such event, at and the level in effect at the date of his termination (Company-provided COBRA payments, or generally comparable coverage) for himself and, where if applicable, his spouse and dependentsthe monthly payments under this Section 6.2(ii)(c) shall immediately cease. (iii) Furthermore, as in the same may be changed event Executive's employment with the Company is terminated by the Company from time pursuant to time for employees generallySection 6.2(ii), in either case, within three ( 3) months immediately preceding or twelve (12) months immediately following the consummation of a Change in Control (as if defined below), then, in lieu of (and not additional to) the severance benefits described in Section 6.2(ii), and provided that Executive had continued satisfies the Release Requirement in employment during such period; or, as an alternativeSection 7 herein and remains in compliance with the terms of this Agreement and the Confidentiality Agreement, the Company may elect shall instead provide Executive with the following benefits (the “Change in Control Severance Benefits”). For the avoidance of doubt: (A) in no event will Executive be entitled to pay severance benefits under Section 6.2(ii) and this Section 6.2(iii), and (B) if the Company has commenced providing severance benefits to Executive under Section 6.2(ii) prior to the date that Executive becomes eligible to receive Change in Control Severance Benefits under this Section 6.2(iii), the benefits previously provided to Executive under Section 6.2(ii) of this Agreement shall reduce the severance benefits provided under this Section 6.2(iii): (a) A lump sum cash in lieu of such coverage payment in an amount equal to eighteen (18) months of Executive's annual Base Salary (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason), to be paid in a single lump sum during the first payroll date following the later of (i) the Effective Date of the Release or (ii) if Executive’s after's termination of employment occurs prior to a Change in Control, the date of such Change in Control, but in no event more than seventy-tax cost five (75) days following the date of continuing such coverage, where such coverage may not be continued Executive's termination of employment. (b) A lump sum cash payment in an amount equal to 150% of the average of the Annual Bonus payments Executive received from the Company during the last three years of employment completed prior to the year of the employment termination (or where such continuation would adversely affect lesser number of years of employment completed by Executive prior to the tax status year of the plan pursuant employment termination if Executive has not yet been employed for three full years prior to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B year of the Codeemployment termination), shall run concurrently with pro-rated based on the foregoing 12number of days Executive worked during the fiscal year of the employment termination, divided by three hundred sixty-month period;five (365), to be paid by the Company on the first payroll date following the later of (i) the Effective Date of the Release or (ii) if Executive's termination of employment occurs prior to a Change in Control, the date of such Change in Control, but in no event more than seventy-five (75) days following the date of Executive's termination of employment. (ivc) All If the Company has not previously established a group health plan that the Executive has commenced to participate in prior to Executive's termination, the Company shall continue to pay a monthly payment of the Executive’s outstanding stock options, restricted stock US$2,000 (before deduction for income taxes and other equity rights held by required deductions), payable on the Executive as last Friday of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such optionseach month, for a period of six twelve (612) months after following the Executive’s date of termination; provided, howeverthat, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid during the first payroll period that follows the Effective Date of the Release. If the Company has previously established a group health plan in no event which Executive participates prior to Executive's termination and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the option full amount of such COBRA premiums for himself or herself and his or her covered dependents (on a monthly basis) for a period of up to twelve (12) months following the date of termination; provided, that, if and to the extent that any benefit described in this Section 6.2(iii)(c) is not or cannot be exercisable beyond its original term paid or later than the latest date that will avoid provided under any Company plan or program without penalties or adverse tax consequences to the Executive; and (v) Any Company or for any other amounts earnedreason, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with as determined by the Company on in its sole discretion, then the Company shall pay Executive a fully taxable cash payment equal to the COBRA premium for each month that such benefits cannot be so paid or provided by the Company for a period of up to twelve (12) months following the date of paymenttermination; provided, including without limitationfurther, any cash bonus earned that the COBRA payments or, if applicable, the monthly payment discussed above, shall terminate on the earliest to occur of (A) the close of the 12-month period following the termination of Executive's employment; (B) the expiration of Executive's (or accrued but not yet paid Executive's covered dependents) eligibility for coverage under COBRA; and (C) the year prior date when Executive becomes eligible for group health insurance coverage in connection with new employment or self-employment. If Executive becomes eligible for coverage under another employer's group health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(iii)(c), Executive must immediately provide written notice to the year Company of such event, and the Company-provided COBRA payments, or if applicable, the monthly payments under this Section 6.2(iii)(c) shall immediately cease. (d) Notwithstanding anything to the contrary set forth in which the Company's equity plan or form of award agreement, effective as of Executive’s 's employment termination occursdate, the vesting and exercisability of all then outstanding unvested Stock Awards (as defined below) then held by Executive shall accelerate such that all shares become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive's termination as set forth in the applicable equity award documents.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company Employer may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentCause. In addition, the The Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason as described below. Upon termination by the Employer without Cause or resignation by the Executive for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof Release (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”as defined below), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (ia) A lump sum a cash payment equal to 1.0 one (1) times the Executive’s annual Base Salary (at the rate as in effect immediately before on the termination date, payable in installments over the twelve (12) month period following the Executive’s termination date of termination) plus 1.00 times in accordance with the Employer’s normal payroll practices (but no less frequently than monthly). Payment will begin on the 60th day after the Executive’s target annual termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment; (b) reimbursement in cash bonus equal to 100% of the COBRA premiums incurred by the Executive for the year in which Executive and his eligible dependents under the Employer’s health plans during the twelve (12) month period following the Executive’s date termination of termination occursemployment. The payment described in this clause (i) Such reimbursement shall be payable provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 30 60 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on date; provided that the first business day following such delay period. (ii) A pro rata bonus payment for shall include any reimbursements that would have otherwise been payable during the year in which period beginning on the Executive’s termination occurs equal date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive’s target annual cash bonus for Executive to the year in which extent required by law; (c) accelerated vesting of the portion of the Option granted pursuant to Section 2(d) that remains unvested as of the date of the Executive’s termination occursof employment, as determined by subject to the Compensation Committeeterms and conditions of the Equity Plan, including, for the avoidance of doubt, the minimum vesting provisions set forth therein, and the applicable grant agreement; (d) vesting of a pro-rated portion of any unvested Achieved PSUs granted pursuant to Section 2(d), equal to the product of the number of unvested Achieved PSUs with respect to the PSU award granted in the fiscal year preceding the fiscal year of termination, multiplied by a fraction, the numerator of which is the number of days that elapsed during the fiscal year in which the Executive was employed by the Company in the year termination of the Executive’s terminationemployment occurs, and the denominator of which is 365. The payment described the number of calendar days in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executivefiscal year; and (ve) Any other amounts earned, any accrued and owing but not yet paid under Section 2 above unpaid Base Salary and any benefits accrued and due under any applicable benefit plans and programs of the CompanyEmployer (“Accrued Obligations”), any accrued but unpaid annual bonus awarded and payable pursuant to Section 2(b) or Section 2(c) for the fiscal year preceding termination (the “Accrued Annual Bonus”), and any unpaid vested Achieved PSUs awarded and payable pursuant to Section 2(d)(2) (the “Accrued PSUs”), with such Accrued Obligations, Accrued Annual Bonus, and Accrued PSUs paid regardless of whether the Executive executes or not revokes the terms Release. For the avoidance of such plan or program otherwise require an employee to be employed doubt, any outstanding equity awards, other than the Option and PSUs that vest in accordance with this Section 6, that the Company Executive holds on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursof employment pursuant to this Section 6 shall be forfeited, unless otherwise provided in the applicable grant agreement.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) Cause, or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give , the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, shall pay the Executive agrees to resign all positions, including as an officer and, if applicable, as (A) a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times a pro-rata portion of his bonus for the year in which the termination of employment occurs, which shall be paid on the date such bonus would have been payable to the Executive had he remained employed by the Company; (B) an amount equal to the greater of the Executive’s annual Base Salary (at the rate in effect immediately before on the date the Executive’s date of terminationemployment is terminated) plus 1.00 times for (x) the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end remainder of the revocation period for the Release, if later), term or if (y) a sixone-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until of employment as described in this Section 4(b), which shall be paid over the date on which period described below; and (C) the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse Other Accrued Compensation and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided)Benefits. The COBRA health care continuation coverage period under section 4980B of severance pay described in subsection (B) shall be paid in substantially equal installments (based on the Code, shall run concurrently with Company’s normal payroll practices) over the foregoing 12six-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date termination of termination shall become vested and/or exercisableemployment, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months commencing within 30 days after the Executive’s date of terminationtermination date; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and extent that any benefits accrued and due under any applicable benefit plans and programs portion of the Company, whether or not severance pay exceeds the terms of such plan or program Section 409A “separation pay exception” amount described in Section 22 below and would otherwise require an employee to be employed with payable after March 15 following the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the calendar year in which the termination of employment occurs, such portion shall instead be paid in a lump sum payment between March 1 and March 15 following the calendar year in which the termination of employment occurs. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination or resignation of employment. (ii) The Company shall not be required to make the payments and provide the benefits provided for under Section 4(b)(i) (including the Other Accrued Compensation and Benefits), unless the Executive executes and delivers to the Company, a release substantially in the form used by the Company at the time of the Executive’s termination occursof employment and the release has become effective and irrevocable in its entirety. (iii) If, following a termination of employment without Cause or a resignation for Good Reason, the Executive breaches the provisions of Section 5 or 7 hereof, the Executive shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 4(b)(i), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause Cause, upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless In the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the event Executive’s employment by is terminated without Cause or Executive resigns for Good Reason, and subject to the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of requirement that Executive provide the Company under which with an effective Release no later than the Release Deadline (as such terms are defined and as further specified in Section 8), the Company shall provide Executive has accrued and is due a benefit) with the following severance benefits (the “ReleaseSeverance Benefits”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following:): (i) A lump sum cash payment equal equivalent to 1.0 two (2) times the Executive’s annual rate of Base Salary (at the rate Salary, as in effect immediately before on the Executive’s date of termination) plus 1.00 times the , but not giving any effect to any reduction in Base Salary that would give rise to Executive’s target annual cash bonus right to resign for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be Good Reason, payable within 30 ten (10) days after following the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period.Release Deadline; (ii) A pro rata lump sum cash payment equivalent to two (2) times the greater of: (i) the target bonus payment amount in effect for the fiscal year that includes the termination, or (ii) the target bonus amount in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus effect for the fiscal year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in that precedes the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 ten (10) days after following the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay periodRelease Deadline; (iii) Medical coverage Any unvested stock option, stock unit and any other equity awards for the 12-month period following Company common stock granted to Executive prior to the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at shall immediately fully vest so that 100% of such equity awards are fully vested as of the date of his termination (or generally comparable coverage) for himself andtermination, where applicable, his spouse and dependents, as Executive shall have until the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status earlier of the plan pursuant following dates to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B exercise any of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options: (i) the second anniversary of the employment termination date, restricted stock and other equity rights held by or (ii) the expiration of the maximum term of the options. (iv) Assuming the Executive as timely and accurately elects to continue his health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, the Company shall reimburse the Executive for payment of the COBRA premiums for the Executive and his or her qualified beneficiaries until the earliest of (i) twenty-four (24) months following the termination date, or (ii) the expiration of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, continuation coverage under COBRA and any stock optionsapplicable state COBRA-like statute that provides mandated continuation coverage. For purposes of this Section, including references to COBRA premiums shall not include any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan. The monthly COBRA premium reimbursement amount will be paid to the contrary Executive on the last day of each calendar month with respect to the premiums paid by the Executive in any other agreement governing respect of such options, for a period of six (6) months after the Executive’s date of terminationmonth; provided, however, that in no event such amounts will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences paid prior to the Executive; andRelease Deadline, and within the ten (10) day period following the Release Deadline, the Company will pay in a lump sum the aggregate monthly amounts that would have been paid on or before such date had the payments not been delayed until the Release Deadline, with the balance paid thereafter in accordance with the original schedule. (v) Any Assuming the Executive timely and accurately elects to continue his life, disability, or other amounts earned, accrued non-COBRA employee insurance benefits following termination and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of to the Company, whether or not extent permitted by the terms of such plan or program otherwise require an employee to be employed with insurance programs, the Company shall reimburse the Executive for payment of the applicable insurance premiums until the earliest of (i) twenty-four (24) months following the termination date, or (ii) the expiration of the Executive’s coverage under the terms of such insurance programs. The monthly insurance premium reimbursement amount will be paid to the Executive on the date last day of paymenteach calendar month with respect to the premiums paid by the Executive in respect of such month; provided, including without limitationhowever, any cash bonus earned or accrued but not yet that no such amounts will be paid for the year prior to the year Release Deadline, and within the ten (10) day period following the Release Deadline, the Company will pay in which a lump sum the Executive’s termination occursaggregate monthly amounts that would have been paid on or before such date had the payments not been delayed until the Release Deadline, with the balance paid thereafter in accordance with the original schedule.

Termination Without Cause; Resignation for Good Reason. If the ExecutiveThe Employee’s employment is hereunder may also be terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time for any reason without Cause upon not less than 30 days’ prior written notice to or by the Executive; provided that, in the event that such notice is givenEmployee for “Good Reason”. For purposes of this Agreement, the Executive Employee shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for have “Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees ” to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. terminate his employment hereunder upon (bi) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employeesfailure to perform its material duties hereunder, if anywhich failure has not been cured by the Company within fifteen (15) days of its receipt of written notice thereof from the Employee; (ii) a reduction by the Company (without the consent of the Employee, but only which consent may be revoked at any time) in the Employee’s Base Salary, or substantial reduction in the other benefits provided to the extent not conditioned on Employee; (iii) the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement assignment to the ExecutiveEmployee of duties inconsistent with the Employee’s status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Employee’s responsibilities; (iv) a substantial diminution of the Employee’s responsibilities as the Chief Executive Officer of the Company; (v) the relocation of the Employee’s principal place of employment to (1) a location more than thirty-five (35) miles from its current Newark, but New Jersey location or outside of the New York City metropolitan areas, or (2) more than 40 miles from Employee’s home in Scarsdale, New York, unless the Company then permits the Employee to work from a home office at least 40% of his working time ; (vi) removal of the Employee from the office of Chief Executive shall be entitled to Officer of the Company (without the consent of the Employee); (vii) the assignment of duties inconsistent with the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics; (viii) any amounts earned, accrued and owing, but purported termination of the Employee’s employment not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of hereof; or (ix) any applicable benefit plans and programs “Change in Control” of the Company. . For purposes of this Agreement, a “Change in Control” shall mean and shall be deemed to have occurred if (cA) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than ▇▇▇▇▇▇ ▇▇▇▇▇, members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs, executors or administrators of ▇▇▇▇▇▇ ▇▇▇▇▇, shall acquire in one or a series of transactions, whether through sale of stock or merger, voting securities representing more than 50% of the voting power of all outstanding voting securities of the Company or any successor entity of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution of the Company. The Employee's right to terminate the Employee’s employment for Good Reason shall not be affected by the Employee's incapacity due to physical or mental illness. The Employee's continued employment shall not constitute consent to, or a waiver of rights, with respect to any act or failure to act constituting Good Reason hereunder. Notwithstanding the provisions of Section 6(b)foregoing, upon a termination or resignation, shall not be treated as applicable, under Section 6(a) above, a resignation for Good Reason if the Executive executes and does not revoke a Employee shall have consented in writing to the occurrence of the event giving rise to the claim of resignation for Good Reason. If the Employee gives notice of his intent to terminate his employment with Good Reason, the Employee shall first provide written release, in a form acceptable notice to the Company, in its sole discretionwhich notice specifically identifies the event or circumstances giving rise to the Good Reason for which the Employee is terminating his employment, within ninety (90) days of any and all claims against when such event or circumstance giving rise to the Good Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and all related parties with respect if the Company fails to all matters arising out cure within thirty (30) business days of its receipt of the Executivenotice, the Employee’s resignation for Good Reason shall be deemed effective. If the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason, (1) the Company shall provide the Employee with at least ninety (90) days’ notice (which time period may be shortened by mutual agreement of the parties) of its intent to terminate this Agreement without Cause; (2) the Company shall pay to the Employee all accrued or vested compensation, including salary, commission, and bonus(es) through the Date of Termination, (3) the Company shall reimburse the Employee for unpaid and approved business expenses through such Date of Termination (in accordance with the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”’s normal business expense reimbursement procedures), and so long as (4) all awards theretofore granted to the Executive continues Employee under the Company’s incentive plans shall immediately vest (and the restrictions thereon lapse) on the day immediately prior to comply with the provisions Date of any confidentialityTermination, non-competition or non-solicitation agreement with and (5) the Company shall pay to which the Executive is subject, Employee a severance payment equal to the Executive shall be entitled to receive, in lieu greater of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($850,000.00) or (ii) his Base Salary (at the rate in effect immediately before on the Executive’s date Date of terminationTermination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end remainder of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended Term (the “CodeSeverance Payment”), on . As a condition to receiving the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fractionSeverance Payment, the numerator of which is Employee will be required to execute and deliver the number of Company’s standard release agreement (the “Release Agreement”). Subject to Section 19 hereof, the Severance Payment will be paid one-half (1/2) within five business days during which the Executive was employed by the Company in the year of the Executive’s terminationeffective date of the Release Agreement, and one-half (1/2) in equal payments over the denominator of which is 365. The payment described in this clause twelve (ii12) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the effective date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of Release Agreement on the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursregularly scheduled payroll payment dates.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the expiration of the Term, the Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s from his employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 hereunder for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicablethen, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related addition to the Company Termination Amount and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with payment of any unpaid earned Bonus for the provisions of Section 6(c) below, upon year immediately preceding the year in which such termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subjectoccurs, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i1) A lump sum cash payment an amount equal to 1.0 times the Executive’s annual Base Salary sum of the following amounts (at collectively, the rate in effect immediately before “Severance Amount”): (A) an amount equal to the Executive’s date pro rata portion of termination) plus 1.00 times the Executive’s target annual cash bonus Bonus for the year in which the Executivetermination or resignation occurs, calculated by multiplying (x) the Minimum Target Bonus for the year of termination by (y) a fraction, the numerator of which is the number of days the Executive was employed during the year of such termination or resignation and the denominator of which is 365; plus (B) if at the time of such termination or resignation the Executive is not “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy (or if the Executive is “retirement eligible” and such termination or resignation occurs after a Change on Control or within six months of a Change of Control as described below), an amount equal to the Applicable Multiple (as defined below) multiplied by the sum of: (i) the Base Salary in effect for the year of termination or resignation and (ii) the Minimum Target Bonus; and (2) continuation of applicable medical, dental and life insurance benefits (based on the coverage in effect for the Executive and his dependents at the time of such termination or resignation, but excluding any supplemental medical expense reimbursement insurance provided by the Company Group), from the date of termination occurs. The payment described in this clause or resignation until the earlier to occur of (iA) shall be payable within 30 days after the Executive’s Applicable Multiple of years from the date of termination or (or at B) the end date the Executive becomes eligible for comparable benefits provided by a third party (in either case, the “Continuation Period”); provided, however, that the continuation of such benefits shall be subject to the respective terms of the revocation period applicable plan, as in effect from time to time, and the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to time during the Continuation Period. To the extent that reimbursable medical and dental care expenses constitute deferred compensation for the Release, if later), or if a six-month delay is required to comply with section purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, but in no event later than the last day of the calendar year next following such delay period. (ii) A pro rata bonus payment for the calendar year in which such expenses are incurred. Notwithstanding the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occursforegoing, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or if at the end time of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which resignation (a) the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable “retirement eligible” within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs meaning of the Company’s Equity Plan Retirement Policy and (b) a Change of Control has not occurred (and a Change of Control does not occur within six month following such termination or resignation and it is not reasonably demonstrated that such termination of employment or Good Reason event was in contemplation of the Change in Control during such six month period), whether or then the Executive shall not receive the amount specified under Section 6(c)(1)(B) above but shall instead be eligible to receive the entitlements provided under the Company’s Equity Plan Retirement Policy, subject to and in accordance with the terms and conditions of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurspolicy.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the ExecutiveVice President’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in Vice President may resign at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Vice President’s employment with the Company and shall be allowed to seek other employment. In additionis terminated by the Company without Cause, the Executive may initiate a termination of employment by resigning under this Section 6 or Vice President resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Vice President remains in compliance with the terms of this Agreement and the Company’s policies applicable to Vice President and satisfies the requirements set forth in Section 4, then Vice President shall receive the following severance benefits: (a) Severance (the “Severance”) in an amount equal to twenty-six weeks of Base Salary as in effect immediately prior to the separation date. The Executive Severance shall give be subject to standard payroll deductions and withholdings, and will be payable in a lump-sum on the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates60th day following Vice President’s Separation from Service. (b) Unless the Executive complies with the provisions Six months accelerated vesting of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Companyall of Vice President’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due equity interests in accordance with the terms of any applicable benefit plans and programs of the Company. (ciii) Notwithstanding If Vice President’s termination without Cause or resignation for Good Reason occurs as a result of or immediately prior to the provisions closing of Section 6(ba Change-in-Control (and provided such termination or resignation constitutes a Separation from Service), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, provided that Vice President remains in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties compliance with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of and the Company under which Company’s policies applicable to Vice President and satisfies the Executive has accrued and is due a benefit) (the “Release”)requirements set forth in Section 4, and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, then in lieu of the payment described benefits set forth in Section 6(b3.2(ii)(a) and any other payments due under any (b), Vice President shall receive the following severance plan or program for employees or executives, the followingbenefits: (ia) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage Severance in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status sum of the plan pursuant following (shall be subject to which standard payroll deductions and withholdings, and payable in a lump-sum on the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period;60th day following Vice President’s Separation from Service): (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date Fifty-two weeks of termination shall become vested and/or exercisable, Base Salary as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision in effect immediately prior to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executiveseparation date; and (v2) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs Target bonus equal to the product of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year (A) Vice President’s Base Salary as in effect immediately prior to the year separation date, multiplied by (B) Vice President’s annual bonus percentage target as in which effect immediately prior to the Executiveseparation date. (b) The vesting of all of Vice President’s termination occursequity interests in the Company shall be accelerated such that all equity interests shall be deemed vested and exercisable as of Vice President’s last day of employment.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 belowi) or if the Executive resigns for Good Reason (as defined in Section 11 below)If, either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in expiration of the event that such notice is givenTerm, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate incurs a termination Separation from Service by reason of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Companywithout Cause, or the termination thereof (other than claims as a result of his resignation for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”)Good Reason, and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, then the Executive shall be entitled receive the Other Accrued Compensation and Benefits and, subject to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following:4(e): (iA) A lump sum cash payment equal the Company shall continue to 1.0 times pay the Executive’s annual Executive the Base Salary (at and Automobile Payment in accordance with the rate Company’s ordinary payroll practices in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount a period equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued greater of: (or where such continuation would adversely affect i) twelve (12) months; and (ii) the tax status remainder of the plan pursuant to which Term, with payments commencing on the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period 60th day following the Executive’s Separation from Service (the “Severance Period”); (B) the Company shall provide the Executive with cash payments equal to a pro-rated Target Bonus (i) for time worked up through the termination date and for which a bonus has not yet been paid; and (ii) in respect of termination shall become vested and/or exercisablethe Severance Period, in each case at such intervals as the case may be, as same would have been paid had the Executive remained in the active service of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of terminationCompany; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences payment commence prior to the 60th day following the Executive’s Separation from Service; (C) the Company shall provide the Executive and his eligible dependents with continued participation in the Company’s group medical plans during the Severance Period or, in the event such participation is not permitted, the Company shall pay for the cost of continuing medical insurance coverage for the Executive and his eligible dependents under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). The Executive shall continue to be obligated to pay his share of premiums, deductibles and co-payments which may be deducted from the payment made pursuant to this Section 4(c)(i)(C) in the same manner as if the Executive were actively employed. In the event that the Executive obtains subsequent employment and is eligible to participate in the group medical plans of his new employer, the Executive agrees to notify the Company promptly, and any coverage provided under the Company’s group medical plans, or COBRA payments, as the case may be, shall terminate when coverage under the new employer’s medical plans become effective; (D) the Company shall continue to pay the life insurance premiums contemplated by Section 3(i); (E) the Company shall continue to provide the Executive with the Fringe Benefits; (F) in the event the Aggregate Contribution has not yet been made to the Retirement Plan as of the date of the Separation from Service, the Company will continue to make monthly contributions to the Retirement Plan for the duration of the Severance Period, up to a maximum contribution of $1,000,000 over the Severance Period; provided that in no event shall the total amount contributed to the Retirement Plan exceed the Aggregate Contribution; and (vG) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not all outstanding equity will be treated in accordance with the terms of such plan the LTIP or program otherwise require an employee the applicable award letters. (ii) The Executive agrees that the provisions of Section 4(c) are fair and reasonable and that if his employment is terminated without Cause or he resigns for Good Reason he shall have no further right to be employed with the Company on the date of payment, including without limitation, receive any cash bonus earned other compensation or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursbenefits.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company Employer may terminate the ExecutiveEmployee’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided thatCause, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employmentas defined herein. In addition, the Executive The Employee may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give Upon termination by the Company not less than 30 days’ prior written notice of such resignation. On Employer without Cause or resignation by the date of termination or resignation, as applicable, specified in such noticeEmployee for Good Reason, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive Employee shall be entitled to receive only any accrued but unpaid Base Salary, prorated Annual Bonus based on the amount due prior year’s Annual Bonus, and business or other expenses incurred up to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan reimbursable pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the CodeSection 6, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the CompanyEmployer, including any vested Restricted Shares (“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Employee executes or not revokes a written Agreement and Release (as defined below). In addition, in the terms event that the Employee is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Employee within five (5) days of such termination or resignation an Agreement and Release and in consideration for the Employee’s compliance with the undertakings set forth in Section 15(a) and in the other provisions of Section 15, if the Employee executes and delivers to the Company the Agreement and Release within fifty (50) days of the Employee’s termination of employment, and does not revoke such Agreement and Release such that it becomes effective by its terms prior to the sixtieth (60th) day following the Employee’s termination of employment, the Employee shall be entitled to receive, in lieu of any payments under any severance plan or program otherwise require an employee for employees or executives, the following (collectively, the “Separation Pay and Benefits”): (a) a cash payment equal to be employed one-half (0.5) times the Employee’s annual Base Salary as in effect on the termination date, plus one-half (0.5) times the Employee’s target Annual Bonus, with the Company sum of those two amounts payable in a lump sum within sixty (60) days following the Employee’s termination date; (b) reimbursement in cash equal to 100% of the COBRA premiums incurred by the Employee for the Employee and his eligible dependents under the Employer’s health plans during the six (6) month period following the Employee’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Employee remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days after the Employee’s termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Employee’s termination date and ending on the date of the first reimbursement payment. To the extent required by law, reimbursement payments pursuant to this Section 7(b) shall be treated as taxable compensation to the Employee; (c) accelerated vesting of any Restricted Shares granted pursuant to Section 2(c) that remain unvested as of the date of the Employee’s termination of employment, subject to the terms and conditions of the Equity Plan, including without limitationthe minimum vesting provisions set forth therein, any cash bonus earned or accrued but not yet paid for and the year prior applicable grant agreement, including all vesting provisions therein; and (d) the Employer shall have no additional obligations to the year in which the Executive’s termination occursEmployee.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time shall terminate pursuant to this Section 4(c): (i) upon a termination of Executive’s employment by the Company without Cause or (ii) upon not less than 30 days’ prior written notice Executive’s termination of Executive’s employment for Good Reason. Upon a Termination of Employment pursuant to this Section 4(c), the Employment Period shall terminate and Executive (or Executive’s estate) shall be entitled to: (i) any unpaid Salary and unused vacation accrued through the Termination Date and, to the Executive; provided thatextent not previously paid, in any Bonus earned and unpaid as of the event that Termination Date for any previously completed fiscal year, which shall be paid on the tenth day after the Termination Date (or, if such notice day is givennot a business day, the Executive shall be under no obligation next business day after such day); (ii) all Benefits determined in accordance with the Company’s applicable Benefit plans then in effect and reimbursement of expenses pursuant to render any additional services Section 3 incurred through the Termination Date; (iii) payment of an amount equal to 12 months of Executive’s annual Salary as in effect immediately prior to the Company and shall be allowed Termination Date (but without taking into account any reduction in Salary giving rise to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 Executive for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All payment of a pro rata portion, based on the Executive’s outstanding stock options, restricted stock number of days elapsed in the fiscal year of termination through and other equity rights held by including the Executive as of the Executive’s date of termination, if any, which of the Bonus Executive would have vested and become exercisable within been entitled to receive for the one year of termination but for termination of his employment. If termination of Executive’s employment occurs during the first six months of a fiscal year, the Bonus Executive would have been entitled to receive for the year of termination shall be deemed to be equal the average of the Bonuses Executive received for the two previous fiscal years (1) or the actual bonus for the previous fiscal year period if termination occurs during the first six months of the second full fiscal year following the Effective Date). If termination of Executive’s employment occurs during the second six months of a fiscal year (or at any time during the first full fiscal year following the Effective Date), the Company’s performance during the portion of such fiscal year preceding termination of Executive’s employment shall be annualized, and the Bonus Executive would have received for such fiscal year shall be deemed to be the Bonus Executive would have earned if the annualized performance had been the actual performance for such fiscal year; and (v) 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 Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall become vested and/or exercisable, as pay for and provide Executive and his eligible dependents and beneficiaries (to the case may be, extent provided therein) who were covered under the Company’s health plans as of the date of Executive’s termination with healthcare benefits which are substantially the same as the benefits provided to Executive and such dependents and beneficiaries immediately prior to the date of termination, and any stock optionsincluding, including any stock options if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that previously became exercisable and have not expired or been exercisedExecutive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, shall remain exercisableincluding, notwithstanding without limitation, his election of such coverage). Notwithstanding any provision to the contrary in any other agreement governing such optionsthis Agreement, no amount shall be paid pursuant to Section 4(c) above (except for a period of six the amounts payable under Sections 4(c)(i) and (6ii)) months after the Executive’s date of termination; providedunless, however, that in no event will the option be exercisable beyond its original term on or later than the latest date that will avoid adverse tax consequences prior to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on 60th day following the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occursTermination of Employment, an effective mutual waiver and release of claims agreement (the “Release”) in substantially the form attached hereto as Exhibit A has been executed and remains effective on such date and any applicable revocation period thereunder has expired; provided that any failure of the Company to execute the Release shall not reduce or eliminate its obligations hereunder. Subject to Section 4(e)(i), the amounts described in Sections 4(c)(iii) and (iv) shall be paid in a single lump sum on the next payroll date immediately following the expiration of such 60-day period.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (ai) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that(as defined below). Further, in Executive may resign at any time for Good Reason (as defined below). (ii) In the event that such notice is given, the Executive shall be under no obligation to render any additional services to Executive’s employment with the Company and shall be allowed to seek other employment. In additionis terminated by the Company without Cause, the or Executive may initiate a termination of employment by resigning under this Section 6 resigns for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of , then provided such resignation. On the date of termination or resignationconstitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member of the Board, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled without regard to any amounts earnedalternative definition thereunder, accrued a “Separation from Service”), and owing, but not yet paid under Section 2 and any benefits accrued and due provided that Executive remains in accordance compliance with the terms of any applicable benefit plans and programs of this Agreement, the Company.Company shall provide Executive with the following severance benefits: (ca) Notwithstanding the provisions of Section 6(b), upon termination or resignationThe Company shall pay Executive, as applicableseverance, under Section 6(asix (6) abovemonths of Base Salary, if the Executive executes subject to standard payroll deductions and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which the Executive has accrued and is due a benefit) withholdings (the “ReleaseSeverance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the six (6) month period following Executive’s Separation from Service; provided, and so long as however, that no payments will be made prior to the Executive continues to comply with 60th day following Executive’s Separation from Service. On the provisions of any confidentiality60th day following Executive’s Separation from Service, non-competition or non-solicitation agreement with the Company to which the will pay Executive is subject, the Executive shall be entitled to receive, in lieu of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A a lump sum cash payment equal the Severance that Executive would have received on or prior to 1.0 times such date under the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus standard payroll schedule but for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period delay while waiting for the Release, if later), or if a six-month delay is required to comply 60th day in compliance with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) Section 409A, with the balance of the Severance being paid as originally scheduled. (b) Provided Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) six (6) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first business day following of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such delay periodCOBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or twelve (12) months following the closing of a Change in Control (as defined below), then instead of the severance benefits provided in Section 5.2(ii) above, the Company shall provide Executive with the following severance benefits: (a) The Company shall pay Executive, as severance, twelve (12) months of Base Salary, subject to standard payroll deductions and withholdings (the “Change in Control Severance”). The Change in Control Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Change in Control Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the Change in Control Severance shall commence to be paid in installments in accordance with Section 5.2(ii) above, and upon the occurrence of such Change in Control, the remainder of the Change in Control Severance shall be payable in a lump sum in accordance with this section. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“Change in Control COBRA Premiums”) through the period (the “Change in Control COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) A pro rata bonus the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the Change in Control COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the Change in Control COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the Change in Control COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of Change in Control COBRA Premiums. (c) If Executive’s employment is terminated prior to the payment date for the preceding year’s Annual Bonus, the Company shall pay Executive, as a bonus, one hundred percent (100%) of the Annual Bonus for the preceding year. In addition, the Company shall pay Executive, as a bonus, one hundred percent (100%) of Executive’s Annual Bonus (prorated based on the number of months Executive provided service to the Company during the year) for the year in which the termination of employment occurs (the “Change in Control Annual Bonus”). The Change in Control Annual Bonus will be subject to standard payroll deductions and withholdings and will be paid in a single lump sum within sixty (60) days following Executive’s termination occurs equal to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (ii) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of terminationemployment; provided, however, that if the 60-day period begins in no event will one calendar year and ends in a second calendar year, the option Change in Control Annual Bonus shall be exercisable beyond its original term or later than paid in the latest date that will avoid adverse tax consequences to second calendar year by the Executive; andlast day of such 60-day period. (vd) Any other amounts earned(i) one hundred percent (100%) of all outstanding equity awards in Holdings, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year held by Executive immediately prior to the year employment termination date (if any) subject to time-based vesting requirements, shall be accelerated in which full as of the effective date of the Separation Agreement (as defined below); and (ii) the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s termination occursequity award agreement governing such award.

Termination Without Cause; Resignation for Good Reason. If (i) If, prior to the Executive’s second anniversary of the Commencement Date, the Employee's employment hereunder is terminated by the Company without Without Cause (as defined in pursuant to Section 11 below5(a)(v) or if due to the Executive resigns Employee's resignation for Good Reason (as defined in pursuant to Section 11 below), either before or after a Change of Control (as defined in Section 11 below5(a)(vi), the provisions of this Company shall continue to pay or provide to the Employee: (x) any benefits to which the Employee may be entitled under any employee benefits plan, policy or arrangement pursuant to Section 6 shall apply. (a3(b) The Company may terminate hereof in which the Executive’s employment Employee is a participant in accordance with the Company at any time without Cause upon not less than 30 days’ written terms of such plan, policy or arrangement up to and including the date immediately prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 for Good Reason. The Executive shall give the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member second anniversary of the Board, related to the Company Commencement Date; and its parents, subsidiaries and affiliates. (by) Unless the Executive complies with the provisions in lieu of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive shall be entitled to receive only the amount due to the Executive under the Company’s then current severance pay plan for employees, if any, but only to the extent not conditioned on the execution of a release by the Executive. No any other payments or benefits shall be due under this Agreement to (other than as provided in clause (x) above), the ExecutiveEmployee's current base salary through the second anniversary of the Commencement Date, but at the Executive shall be entitled to any amounts earned, accrued rate provided in Section 3(a) hereof and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with on the terms of any applicable benefit plans and programs regular payment dates of the Company. (cii) Notwithstanding In addition, the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if Employee agrees to keep the Chief Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs Officer of the Company under which or his designee apprised of the Executive has accrued and is due a benefit) (Employee's status during the “Release”), and so long as entire period of time that the Executive continues to comply with the provisions of any confidentiality, non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive Employee shall be entitled to receivereceive salary continuation pursuant to Section 6(c)(i) above, and, if requested, to provide appropriate supporting documentation with respect to the salary, bonuses or other income earned by and benefits made available to the Employee in lieu respect of any employment or other engagement secured by the payment described in Section 6(b) and Employee. In the event the Employee secures employment or any other payments due under any severance plan or program for employees or executivesengagement, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base Salary (at the rate in effect immediately before the Executive’s date of termination) plus 1.00 times the Executive’s target annual cash bonus for the year in which the Executive’s date of termination occurs. The payment described in this clause (i) Company shall be entitled to deduct from the amounts payable within 30 days after to the Executive’s date of termination (or at the end of the revocation period for the Release, if laterEmployee pursuant to Section 6(c)(i), any salary, bonuses or if a six-month delay is required to comply other income earned by the Employee in connection with section 409A of such employment, and the Internal Revenue Code of 1986, as amended (the “Code”), on the first business day following such delay period. (ii) A pro rata bonus payment for the year in which the Executive’s termination occurs equal Employee shall promptly repay to the Executive’s target annual cash bonus for the year in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed Company any amounts paid to him by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described in this clause (iipursuant to Section 6(c)(i) shall be payable within 30 days after the Executive’s date of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period; (iii) Medical coverage for the 12-month period following the Executive’s termination or until the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed by the Company was entitled to deduct from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan amounts pursuant to which the coverage is providedthis Section 6(c)(ii). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs.

Termination Without Cause; Resignation for Good Reason. (i) If the Executive’s employment is terminated by the Company without Cause (as defined in Section 11 below) or if the Executive resigns for Good Reason (as defined in Section 11 below), either before or after a Change of Control (as defined in Section 11 below), the provisions of this Section 6 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than 30 days’ prior written notice to the Executive; provided that, in the event that such notice is given, the Executive shall be under no obligation to render any additional services to the Company and shall be allowed to seek other employment. In addition, the Executive may initiate a termination of employment by resigning under this Section 6 should resign for Good Reason. The Executive shall give , prior to the Company not less than 30 days’ prior written notice of such resignation. On the date of termination or resignation, as applicable, specified in such notice, the Executive agrees to resign all positions, including as an officer and, if applicable, as a director or member expiration of the BoardTerm, related to the Company and its parents, subsidiaries and affiliates. (b) Unless the Executive complies with the provisions of Section 6(c) below, upon termination or resignation under Section 6(a) above, the Executive she shall be entitled to receive only receive: (A) the amount due to Salary provided for in Section 3(a) as accrued through the Executive under the Company’s then current severance pay plan for employeesdate of such resignation or termination, if any, but only to the extent not conditioned on the execution of a release by the Executive. No other payments or benefits shall be due under this Agreement payable within 30 days following termination and (subject to the Executive, but the Executive shall be entitled to any amounts earned, accrued ’s execution and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms delivery of any applicable benefit plans and programs a general release of the Company. (c) Notwithstanding the provisions of Section 6(b), upon termination or resignation, as applicable, under Section 6(a) above, if the Executive executes and does not revoke a written release, in a form acceptable to the Company, in its sole discretion, of any and all claims against the Company Affiliated Companies and all related parties the expiration of any release revocation period, which release shall be consistent with respect to all matters arising out of the Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of and in form reasonably acceptable to the Company under which the Executive has accrued and is due a benefit) (the “Release”), and so long as the Executive continues to comply with the provisions within sixty (60) calendar days following termination of any confidentialityemployment), non-competition or non-solicitation agreement with the Company to which the Executive is subject, the Executive shall be entitled to receive, in lieu continued payment of the payment described in Section 6(b) and any other payments due under any severance plan or program for employees or executives, the following: (i) A lump sum cash payment equal to 1.0 times the Executive’s annual Base then-current Salary for a period of six (6) months (the “Continuation Period”), payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) calendar day following termination of employment and shall include payment of any amounts that would otherwise be due prior thereto; (B) at the rate time of, on the terms of, and otherwise consistent with payments to similarly-situated executives, (x) any Annual Bonus earned but not yet paid in effect immediately before respect of any calendar year preceding the Executive’s date of terminationyear in which such termination or resignation occurs and (y) plus 1.00 times the Executive’s target annual cash bonus an Annual Bonus for the calendar year in which the Executive’s termination of employment or resignation occurs equal to a pro rata portion of the Executive’s target Annual Bonus, if any, for such year, determined on the basis of the number of days in such year through the date of the Executive’s termination occursof employment or resignation, provided, however, that if the Executive’s employment is terminated during the first three months of a fiscal year, no such bonus shall be payable with respect to that fiscal year; and (C) any unreimbursed expenses. The payment Except to the extent required pursuant to Section 22 hereof, during the Continuation Period, Salary payments to the Executive shall be payable in accordance with the customary payroll practices of the Company. Subject to the Executive’s execution and delivery of the Release and the expiration of any release revocation period within sixty (60) calendar days following termination of employment, the Executive (and those eligible dependents who were participants in the applicable plans as of the termination date) shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in this clause Section 5, on the same terms and conditions as are in effect immediately prior to such termination or resignation, until the earlier to occur of (i) shall be payable within 30 days after the Executive’s date of termination (or at the end last day of the revocation period Continuation Period and (ii) such time as the Executive is entitled to comparable benefits provided by a subsequent employer. Anything herein to the contrary notwithstanding, the Company shall have no obligation to continue to maintain during the Continuation Period any plan or program solely as a result of the provisions of this Agreement. If, during the Continuation Period, the Executive is precluded from participating in a plan or program by its terms or applicable law or if the Company for any reason ceases to maintain such plan or program, the ReleaseCompany shall provide the Executive with compensation or benefits the aggregate value of which, if later)in the reasonable judgment of the Company, is no less than the aggregate value of the compensation or benefits that the Executive would have received under such plan or program had she been eligible to participate therein or had such plan or program continued to be maintained by the Company. (ii) Except as may be provided under the terms of any applicable grants to the Executive under the LTIP, Section 18, any plan or arrangement in which the Executive participates, or if a six-month delay is as may be otherwise required to comply with section 409A by applicable law (including, without limitation, the provisions of Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”)), on the first business day following Executive shall have no right under this Agreement or any other agreement to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such delay period. (iitermination or resignation of employment. In the event of a termination or resignation pursuant to this Section 7(b), the Executive shall have no duty of mitigation with respect to amounts payable to her pursuant to this Section 7(b) A pro rata bonus payment for or other benefits to which she is entitled pursuant hereto, except as provided in the year in which the Executive’s termination occurs equal immediately preceding paragraph. Notwithstanding anything to the Executive’s target annual cash bonus for the year contrary in which the Executive’s termination occurs, as determined by the Compensation Committee, multiplied by a fractionthis Agreement, the numerator right of which is the number of days during which the Executive was employed by the Company in the year of the Executive’s termination, and the denominator of which is 365. The payment described to receive payments provided for in this clause (iiSection 7(b) shall be payable within 30 days after the Executive’s date subject to Section 8 of termination (or at the end of the revocation period for the Release, if later), or if a six-month delay is required to comply with section 409A of the Code, on the first business day following such delay period;this Agreement. (iii) Medical coverage for The date of termination of employment by the 12-month period following the Executive’s termination or until Company pursuant to this Section 7(b) shall be the date on specified in the written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the Executive of the written notice of termination from the Company. The date of a resignation by the Executive pursuant to this Section 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company which, in the case of a proposed resignation to which the Executive 30-day cure period provided for in subsection 7(a)(iii) above applies shall be no less than 31 days after the delivery of such notice to the Company; and in the case of a proposed resignation to which the 30-day cure period does not apply and in which no date is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employerspecified therein, whichever is sooner, at the level in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may resignation shall be changed ten business days after receipt by the Company of the written notice of resignation from time to time for employees generally, as if the Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay to the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code, shall run concurrently with the foregoing 12-month period; (iv) All of the Executive’s outstanding stock options, restricted stock and other equity rights held by the Executive as of the Executive’s date of termination, if any, which would have vested and become exercisable within the one (1) year period following the Executive’s date of termination shall become vested and/or exercisable, as the case may be, as of the Executive’s date of termination, and any stock options, including any stock options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding any provision to the contrary in any other agreement governing such options, for a period of six (6) months after the Executive’s date of termination; provided, however, that in no event will the option be exercisable beyond its original term or later than the latest date that will avoid adverse tax consequences to the Executive; and (v) Any other amounts earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company, whether or not the terms of such plan or program otherwise require an employee to be employed with the Company on the date of payment, including without limitation, any cash bonus earned or accrued but not yet paid for the year prior to the year in which the Executive’s termination occurs.