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

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with the Company without Cause at any time, including, without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision If during the term of this Section 5, Agreement either (iA) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's ’s employment with the Company without Cause at and/or any timeof its parent, includingsubsidiaries or affiliates is terminated for any reason other than death, without limitationdisability or for Cause, in connection expiration of or (B) the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good ReasonReason from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled: • to receive then current Base Salary for a period of twelve (12) months from the Company: termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred; • to continue participation in the plans and arrangements described in clauses (1b) Any Accrued Obligations through and (f) of Section 4 (to the date extent permissible by law and the terms of terminationsuch plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”) or, to the extent at any time following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, then to receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the pre-tax cost to the Company at the time of the termination or discontinuation of any such plans, attributable to the Executive’s participation in the plans and arrangements described in clauses (b) and (f) of Section 4 for the Continuation Period (the “Benefits Termination Payment”), less any portion which the Company has already paid on behalf of the Executive during the Continuation Period. The Company shall make the Benefits Termination Payment shall be paid due to the Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after immediately upon the date of termination or discontinuation of any earlier time required by applicable law. (2) A payment ("Severance Payment") equal plan; and • to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by have all stock options which have been granted to the Company Executive to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable immediately become fully exercisable and to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits remain exercisable for a period of three hundred sixty (3603) days ("Benefit Period")months after the employment termination date in accordance with the terms of the Plans and the relevant stock option agreement. If the provisions of Section 5(c) are applicable to any termination or resignation of employment, provided that Executive the Executive’s rights shall be required to make all required contributions to such plans as governed by Section 5(c). The subsequent disability or obtaining of a new position by the Executive did prior to does not mitigate or cease the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation obligations of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to Company under this Agreement, without the consent of Executiveparagraph.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (ias defined below) Notwithstanding any other provision or by the Executive for Good Reason (as defined below), the provisions of this Section 5, 7 shall apply. (ia) The Company may terminate the Company, Executive’s employment with the Company at any time without Cause upon not less than thirty (30) days advance days’ prior written notice to the Executive and the Executive may resign for Good Reason (as defined below). (b) Unless the Executive complies with the provisions of Section 7(c) below, upon termination under Section 7(a) above, no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall have 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 right terms of any applicable benefit plans and programs of the Company (the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 7(b), upon termination under Section 7(a) above, if the Executive executes and does not revoke a written release of any and all claims against the Company or its affiliates, with respect to terminate all matters arising out of the Executive's ’s employment with the Company without Cause at any time, including, without limitationCompany, in connection expiration such form as provided by the Company in its sole discretion (the “Release”), and so long as the Executive continues to comply with the provisions of the Term Section 14 below and (ii) ExecutiveExhibit A and Exhibit B, upon thirty (30) days advance notice in addition to the CompanyAccrued Obligations, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall be entitled to receive from the Companyfollowing: (1i) Any Accrued Obligations through Continuation of the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to Executive’s Base Salary for twelve (12) months (the “Severance Term”), at the rate in effect for the year in which the Executive’s date of Executive's current Base Salary. The Severance Payment termination occurs, which amount shall be paid in regular payroll installments over the applicable period following the Executive’s termination date; and (ii) A prorated Annual Bonus for the year in which the Executive’s termination of employment occurs, which shall be determined by multiplying the Executive’s 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 in which the termination date occurs and the denominator of which is 365. The prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to Executive in equal installments in accordance with other employees of the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms , but not later than March 15 of the plans, fiscal year following the continuation of medical and dental plan benefits fiscal year for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRAwhich it was earned. (iii) As used 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 this Agreementall 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 (the “Monthly COBRA Costs”) and the period of COBRA health care continuation coverage 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 period; provided further that, notwithstanding the foregoing, the term "Good Reason" amount of any benefits provided by this subsection (c)(iii) shall mean (i) (except as set forth in Section 5(e)) be reduced or eliminated to the relocation extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s subsequent or other employment; and provided further that, notwithstanding the foregoing, if the Company's principal executive offices ’s making payments under this Section 7(c)(iii) would violate any nondiscrimination rules applicable to the Company’s group health plan under which such coverage is made available, or result in 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 location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary manner as is necessary to this Agreement, without the consent of Executivecomply with such requirements and avoid such penalties.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) If the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's ’s employment with is terminated by the Company without Cause (as defined below), other than due to Disability, or by the Executive for Good Reason (as defined below), the provisions of this Section 8 shall apply. (a) The Company may terminate the Executive’s employment with Shift at any time, including, time without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance Cause with prior written notice to the Company, shall have Executive and the right to Executive may resign for Good ReasonReason (as defined below). (iib) If Unless the Executive is so terminated without Cause complies with the Release Requirement (as defined below), no other payments or resigns for Good Reasonbenefits shall be due under this Agreement to the Executive, but the Executive shall receive from be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2, any benefits accrued and due in accordance with the Company: terms of any applicable benefit plans and programs of the Company and payment of any Carve-Out Payment not previously paid (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive at the time provided for in a lump sumSection 3(b)) (the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 8(b), upon termination under Section 8(a) above, subject to statutory deductions the Release Requirement, and withholdingsso long as the Executive continues to comply with the provisions of Section 16 below, in cash within ten (10) business days after addition to the date of termination or any earlier time required by applicable law.Accrued Obligations, the Executive shall be entitled to receive the following: (2i) A payment ("Severance Payment") equal to Continuation of the Executive’s Base Salary for twelve (12) months (the “Severance Term”), at the rate in effect for the year in which the Executive’s date of Executive's current Base Salary. The Severance Payment termination occurs (but no less than the amount scheduled to be in effect when a payment is made pursuant to Section 2), which amount shall be paid in regular payroll installments over the applicable period following the Executive’s termination date; (ii) A prorated Annual Bonus for the year in which the Executive’s termination of employment occurs, which shall be determined by multiplying the Executive’s Annual Bonus, determined based on actual performance of Company goals, without negative discretion, and provided that any personal goals shall be considered to be fulfilled, by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year in which the termination date occurs and the denominator of which is 365. The prorated Annual Bonus, if any, shall be paid at the same time as bonuses are paid to Executive in equal installments in accordance with other employees of the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms , but not later than March 15 of the plans, fiscal year following the continuation of medical and dental plan benefits fiscal year for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA.which it was earned; (iii) As used in this AgreementAny unpaid Carve-Out Payments, paid at the term "Good Reason" shall mean (i) (except as time set forth in Section 5(e3(b); (iv) The vesting of all then-outstanding Legacy Equity Awards. For the relocation avoidance of doubt, such vesting shall be delayed to account for the Release Requirement and during such delay, such Legacy Equity Awards shall not be cancelled pending the fulfillment of the Release Requirement; and (d) 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 principal executive offices ’s then other active senior executives for twelve (12) months; provided that the Executive shall pay an amount equal to a location outside the contiguous 48 United States without amount active employees pay for such coverage as of the consent date of the Executive’s termination (the “Monthly COBRA Costs”) and the period of COBRA health care continuation coverage 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 period; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this Section 8(d) shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s subsequent or (ii) any reduction in salary or benefits contrary other employment. The Executive acknowledges that the payments pursuant to this Agreement, without the consent of ExecutiveSection 8(d) are taxable and subject to applicable withholding and payroll taxes.

Termination Without Cause; Resignation for Good Reason. (ia) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to The Company may terminate Executive's ’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any timetime for Good Reason (as defined below). (b) In the event Executive’s employment with the Company is terminated by the Company without Cause, including, without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign 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 that Executive remains in compliance with the terms of this Agreement, subject to Section 5.7, Executive shall receive the following: (i) The Company shall pay Executive any earned but unpaid base salary accrued through the date of termination and all accrued but unused PTO, at the rates then in effect, less standard deductions and withholdings. (ii) If Executive is so terminated without Cause or resigns for Good ReasonThe Company shall pay Executive, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of terminationas severance, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current ’s Base SalarySalary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance Payment shall will be paid by the Company to Executive in equal installments in accordance with on the Company's customary ’s regular payroll practices generally applicable to similarly situated employees as may schedule over the twelve (12) month period following Executive’s Separation from Service; provided, however, that no payments will be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did 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 delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRASeverance being paid as originally scheduled. (iii) As used in this AgreementTo the extent the Executive has actually achieved any of the performance goals set by the Board for such calendar year, the term "Good Reason" Company shall mean 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 Executive worked in the applicable calendar year, and the denominator of which is equal to the total number of days in 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) twelve (except as set forth in Section 5(e)12) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or 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 reduction 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 salary or benefits contrary to this Agreementits sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the consent Public Health Service Act), the Company instead shall pay to Executive, on the first day 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 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 COBRA premiums.

Termination Without Cause; Resignation for Good Reason. (ia) Notwithstanding the provisions of Section 1 hereof, the Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive's employment under this Agreement at any other provision of this Section 5, (i) the Company, upon time in any lawful manner by giving not less than thirty (30) days advance written notice to the Executive, shall have the right to terminate Executive's employment with the Company without Cause . The Executive may resign for Good Reason (as hereafter defined) at any time, including, without limitation, in connection expiration of the Term and (ii) Executive, upon time by giving not less than thirty (30) days advance written notice to the Company, shall have Corporation. If the right to resign for Good Reason. (ii) If Executive is so terminated Corporation terminates the Executive's employment without Cause or the Executive resigns for Good ReasonReason before or after a Change of Control (as hereafter defined), Executive shall receive from the Companythen in either event: (1i) Any Accrued Obligations through The Executive shall be paid for the remainder of the then current term of this Agreement or for a period of one year from the date of termination, whichever is greater, at such times as payment was theretofore made, the salary required under Section 4(a) that the Executive would have been entitled to receive during the remainder of the then current term of this Agreement had such termination not occurred (and the Corporation shall continue such payments to Executive's estate if Executive dies before all such payments have been made); and (ii) The Corporation shall maintain in full force and effect for the continued benefit of the Executive for the remainder of the then current term of this Agreement, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to such termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or program is barred, the Corporation shall be paid arrange to provide the Executive in a lump sum, subject with benefits substantially similar to statutory deductions those which the Executive was entitled to receive under such plans and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable lawprogram. (2b) A payment ("Severance Payment"Notwithstanding the foregoing, all such payments and benefits under Section 8(a) equal to twelve (12) months of otherwise continuing for periods after the Executive's current Base Salary. The Severance Payment termination of employment shall cease to be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law paid, and the terms Corporation shall have no further obligation due with respect thereto, in the event the Executive engages in "Competition" or makes any "Unauthorized Disclosure of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days (Confidential Information"Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.For purposes hereof:

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the CompanyCompany may, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with the Company without Cause at its option and at any time, includingprovide to Executive: (A) up to twelve (12) months’ advance written notice of termination of employment without Cause, without limitationor (B) written notice of a current material adverse change in the Executive’s position (such notice in (A) or (B) being referred to herein as a “Working Notice”). If the Company issues a Working Notice to the Executive, any entitlement to a Severance Payment and Benefit Period (as defined below) shall be reduced in connection expiration proportion to the period covered by the Working Notice. During the period covered by the Working Notice, the Executive shall continue to provide the services according to Section 2, hereof as an employee of the Term and (ii) Company. If the Executive resigns during the period covered by the Working Notice, then Executive shall receive only the Accrued Obligations through the date of termination. Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("“Severance Payment"”) equal to twelve (12) months of Executive's ’s current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments installments, following the expiration of the Revocation Period defined in the Release referred to in Section 5(d)(iv), in accordance with the Company's ’s customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To Payment of Executive’s COBRA premiums for the extent permitted by applicable law and the terms 360-day period following termination of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty employment (360) days ("“Benefit Period"”), provided that Executive shall be required elects to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be receive COBRA continuation coverage and is eligible to continue medical insurance coverage for any remaining period required under COBRACOBRA continuation coverage. (iii) As used in this Agreement, the term "“Good Reason" ” shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's ’s principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction a material diminution in salary or Executive’s overall employee benefits contrary to this Agreementnot the result of changes in benefit plans affecting other employees, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision If, prior to the expiration of this Section 5the Term, the Executive’s employment with the Company Group is terminated by the Company without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount, the Executive shall be entitled to receive: (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Target Bonus for the year in which the 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 2.0 times the sum of: (i) the Company, upon thirty (30) days advance notice to Executive, shall have Base Salary in effect for the right to terminate Executive's employment with the Company without Cause at any time, including, without limitation, in connection expiration year of the Term termination or resignation and (ii) Executivethe Minimum Target Bonus; and (2) continuation of applicable medical, upon thirty dental and life insurance benefits (30based 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 or resignation until the earlier to occur of (i) days advance notice the second anniversary of the date of termination or (ii) the 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 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 purposes of Section 409A of the Code, the Company shall reimburse the medical and dental care expenses as soon as practicable consistent with the Company’s practice, shall have but in no event later than the right to resign for Good Reasonlast day of the calendar year next following the calendar year in which such expenses are incurred. (ii) If Executive is so terminated without Cause or resigns Except as provided for Good Reasonin Section 7(b), Executive shall receive from and subject to Section 6(e), the Company: (1) Any Accrued Obligations through the date of termination, which Severance Amount shall be paid to Executive in a lump sum24 equal monthly installments, subject to statutory deductions and withholdings, commencing on the first business day of the calendar month following the calendar month in cash within ten (10) business days after which the date of Executive’s termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments resignation becomes effective in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"this Section 6(c), provided that Executive shall be required to make and continuing on the first business day of each calendar month thereafter until all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA24 monthly installments are paid. (iii) As used The payment of the Severance Amount and the continuation of benefits, whether pursuant to this Section 6(c) or pursuant to Section 7, shall each be contingent upon the Executive executing a full release and waiver of claims against the Company Group (which release and waiver of claims, once executed and irrevocable, shall not apply to the Company’s obligation to pay the Severance Amount and continue benefits hereunder), in a form approved by the Board, that becomes irrevocable not later than the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective in accordance with this AgreementSection 6(c). If the Executive fails to execute a full release and waiver of claims against the Company Group that becomes irrevocable on or before the last day of the second calendar month following the calendar month in which the Executive’s termination or resignation becomes effective, the term "Good Reason" Company Group’s obligations under Sections 6(c) and 7 shall mean (i) (except as set forth in Section 5(e)) terminate and the relocation Executive shall not be entitled to further payment of the Company's principal executive offices to a location outside Severance Amount or the contiguous 48 United States without the consent continuation of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executivebenefits.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding If the Executive's employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination and continuing for the remainder of the then-effective Term (the "Continuation Period"); (B) any other provision Bonus earned but not yet paid in respect of this any calendar year preceding the year in which such termination or resignation occurs; (C) any unreimbursed expenses and (D) a Bonus for the calendar year in which such termination or resignation occurs equal to the Executive's Target Bonus for such year and a Bonus for each subsequent year included in whole or in part within the Continuation Period equal to the Target Bonus for the calendar year in which such termination or resignation occurs, provided, however, that the amount of such Bonus payable in respect of any partial calendar year at the conclusion of the Continuation Period shall be prorated and shall equal the Executive's Bonus for such year multiplied by a fraction, the numerator of which shall equal the number of days in such calendar year up to and including the last day of the Continuation Period and the denominator of which shall equal the lesser of 365 or the number of days in such final calendar year up to and including the last day of the Term. During the Continuation Period, (X) Salary payments to the Executive shall be payable in accordance with the payroll practices of the Company, and (Y) Bonus payments shall be made in respect of each calendar year at the same time that bonuses are paid to participants in the Bonus Plan. The Executive shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in 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) the last day of the Continuation Period and (ii) such time as 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, 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 Company shall provide Executive with compensation or benefits the aggregate value of which, in the reasonable judgement of the Company, upon thirty is no less than the aggregate value of the compensation or benefits that Executive would have received under such plan or program had he been eligible to participate therein or had such plan or program continued to be maintained by the Company. (30ii) days advance notice Except as may be provided under the terms of any applicable grants to the Executive, shall have under any plan or arrangement in which the right to terminate Executive's employment with the Company without Cause at any timeExecutive participates under Section 5 or except as may be otherwise required by applicable law, including, without limitation, in connection expiration the provisions of Section 4980B(f) of the Term and Internal Revenue Code of 1986, as amended (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit PeriodCode"), provided that the Executive shall be required have no right under this Agreement or any other agreement to make all required contributions receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such plans termination or resignation of employment. Except as otherwise provided in Section 9(d), in the event of a termination or resignation pursuant to this Section 7(b), the Executive did prior shall have no duty of mitigation with respect to amounts payable to him pursuant to this Section 7(b) or other benefits to which he is entitled pursuant hereto; provided, however, that, in the event the Executive breaches any of the provisions of Sections 8 or 9 hereof, the amounts payable to the date of termination date. Subsequent Executive pursuant to the Benefit Periodthis Section 7(b), Executive or other benefits to which he is entitled pursuant hereto, will be eligible to continue medical insurance coverage for offset or reduced by any remaining period required under COBRAcompensation, payments or benefits he may receive from a subsequent employer. (iii) As used The date of termination of employment by the Company pursuant to this Section 7(b) shall be the date specified in this Agreementthe written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation Executive of the written notice of termination from the Company's principal executive offices to . The date of a location outside resignation by the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary pursuant to this AgreementSection 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company or, without if no date is specified therein, ten business days after receipt by the consent Company of the written notice of resignation from the Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision If, prior to the expiration of this Section 5the Term, the Executive’s employment with the Company Group is terminated by the Company without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount, the Executive shall be entitled to receive: (1) an amount equal to the sum of the following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Target Bonus for the year in which the 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 2.0 times the sum of: (i) the Company, upon thirty (30) days advance notice to Executive, shall have Base Salary in effect for the right to terminate Executive's employment with the Company without Cause at any time, including, without limitation, in connection expiration year of the Term termination or resignation and (ii) Executivethe Minimum Target Bonus; and (2) continuation of applicable medical, upon thirty dental and life insurance benefits (30based 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 or resignation until the earlier to occur of (i) days advance notice the second anniversary of the date of termination or (ii) the 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 Companyrespective terms of the applicable plan, shall have as in effect from time to time; 409A Compliance (as defined in Section 10 hereof); and the right timely payment by the Executive of his applicable share of the applicable premiums in effect from time to resign for Good Reasontime during the Continuation Period. (ii) If Executive is so terminated without Cause or resigns Except as provided for Good Reasonin Section 7(b), Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which Severance Amount shall be paid to Executive in a lump sum24 equal monthly installments, subject to statutory deductions and withholdings, commencing with the month following the month in cash within ten (10) business days after which the date of Executive’s termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments resignation becomes effective in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"this Section 6(c), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation The payment of the Company's principal executive offices to Severance Amount and the continuation of benefits shall each be contingent upon the Executive executing a location outside full release and waiver of claims against the contiguous 48 United States without Company Group in a form approved by the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of ExecutiveBoard.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding If the Executive's employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination and continuing for the remainder of the then-effective Term (the "CONTINUATION PERIOD"); (B) any other provision Bonus earned but not yet paid in respect of this any calendar year preceding the year in which such termination or resignation occurs; (C) any unreimbursed expenses and (D) a Bonus for the calendar year in which such termination or resignation occurs equal to the Executive's Target Bonus for such year and a Bonus for each subsequent year included in whole or in part within the Continuation Period equal to the Target Bonus for the calendar year in which such termination or resignation occurs, PROVIDED, HOWEVER, that the amount of such Bonus payable in respect of any partial calendar year at the conclusion of the Continuation Period shall be prorated and shall equal the Executive's Bonus for such year multiplied by a fraction, the numerator of which shall equal the number of days in such calendar year up to and including the last day of the Continuation Period and the denominator of which shall equal the lesser of 365 or the number of days in such final calendar year up to and including the last day of the Term. During the Continuation Period, (X) Salary payments to the Executive shall be payable in accordance with the payroll practices of the Company, and (Y) Bonus payments shall be made in respect of each calendar year at the same time that bonuses are paid to participants in the Bonus Plan. The Executive shall also be entitled to continued participation in the medical, dental and insurance plans and arrangements described in 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) the last day of the Continuation Period and (ii) such time as 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, 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 Company shall provide Executive with compensation or benefits the aggregate value of which, in the reasonable judgement of the Company, upon thirty is no less than the aggregate value of the compensation or benefits that Executive would have received under such plan or program had he been eligible to participate therein or had such plan or program continued to be maintained by the Company. (30ii) days advance notice Except as may be provided under the terms of any applicable grants to the Executive, shall have under any plan or arrangement in which the right to terminate Executive's employment with the Company without Cause at any timeExecutive participates under Section 5 or except as may be otherwise required by applicable law, including, without limitation, in connection expiration the provisions of Section 4980B(f) of the Term and Internal Revenue Code of 1986, as amended (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit PeriodCODE"), provided that the Executive shall be required have no right under this Agreement or any other agreement to make all required contributions receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such plans termination or resignation of employment. Except as otherwise provided in Section 9(d), in the event of a termination or resignation pursuant to this Section 7(b), the Executive did prior shall have no duty of mitigation with respect to amounts payable to him pursuant to this Section 7(b) or other benefits to which he is entitled pursuant hereto; PROVIDED, HOWEVER, that, in the event the Executive breaches any of the provisions of Sections 8 or 9 hereof, the amounts payable to the date of termination date. Subsequent Executive pursuant to the Benefit Periodthis Section 7(b), Executive or other benefits to which he is entitled pursuant hereto, will be eligible to continue medical insurance coverage for offset or reduced by any remaining period required under COBRAcompensation, payments or benefits he may receive from a subsequent employer. (iii) As used The date of termination of employment by the Company pursuant to this Section 7(b) shall be the date specified in this Agreementthe written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation Executive of the written notice of termination from the Company's principal executive offices to . The date of a location outside resignation by the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary pursuant to this AgreementSection 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company or, without if no date is specified therein, ten business days after receipt by the consent Company of the written notice of resignation from the Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision If, prior to the expiration of this Section 5the Term, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's ’s employment with the Company without Cause at any time, including, without limitation, in connection expiration of Group is terminated by the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated Company without Cause or if the Executive resigns from his employment hereunder for Good Reason, then, in addition to the Termination Amount, the Executive shall receive from the Companybe entitled to receive: (1) Any Accrued Obligations through an amount equal to the date sum of terminationthe following amounts (collectively, the “Severance Amount”): (A) an amount equal to the pro rata portion of the Bonus for the year in which shall be paid the 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 in a lump sumand his dependents at the time of such termination or resignation, subject to statutory deductions and withholdingsbut excluding the Medical Expense Reimbursement Plan), in cash within ten (10) business days after from the date of termination or any resignation until the earlier time required to occur of (i) the Applicable Multiple of years from the date of termination or (ii) the date the Executive becomes eligible for comparable benefits provided by applicable law. a third party (2) A payment ("Severance Payment") equal to twelve (12) months in either case, the “Continuation Period”); provided, however, that the continuation of Executive's current Base Salary. The Severance Payment such benefits shall be paid by subject to the Company to Executive in equal installments in accordance with respective terms of the Company's customary payroll practices generally applicable to similarly situated employees plan, as may be in effect from time to time, and shall be subject the timely payment by the Executive of his applicable share of the applicable premiums in effect from time to statutory deductions and withholdings. (3) time during the Continuation Period. To the extent permitted by applicable law and the terms of the plans, the continuation of that reimbursable medical and dental plan benefits care expenses constitute deferred compensation for a period purposes of three hundred sixty Section 409A of the Internal Revenue Code of 1986, as amended (360) days ("Benefit Period"the “Code”), provided that Executive the Company shall be required to make all required contributions to such plans reimburse the medical and dental care expenses as Executive did prior to soon as practicable consistent with the date of termination date. Subsequent to Company’s practice, but in no event later than the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation last day of the Company's principal executive offices to a location outside calendar year next following the contiguous 48 United States without the consent of Executive or (ii) any reduction calendar year in salary or benefits contrary to this Agreement, without the consent of Executivewhich such expenses are incurred.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the CompanyCompany may, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with the Company without Cause at its option and at any time, includingprovide to Executive: (A) up to twelve (12) months’ advance written notice of termination of employment without Cause, without limitationor (B) written notice of a current material adverse change in the Executive’s position (such notice in (A) or (B) being referred to herein as a “Working Notice”). If the Company issues a Working Notice to the Executive, any entitlement to a Severance Payment and Benefit Period (as defined below) shall be reduced in connection expiration proportion to the period covered by the Working Notice. During the period covered by the Working Notice, the Executive shall continue to provide the services according to Section 2, hereof as an employee of the Term and (ii) Company. If the Executive resigns during the period covered by the Working Notice, then Executive shall receive only the Accrued Obligations through the date of termination. Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("“Severance Payment"”) equal to twelve (12) months of Executive's ’s current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments installments, following the expiration of the Revocation Period defined in the Release referred to in Section 5(d)(iv), in accordance with the Company's ’s customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "“Good Reason" ” shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's ’s principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction a material diminution in salary or Executive’s overall employee benefits contrary to this Agreementnot the result of changes in benefit plans affecting other employees, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5If, (iA) prior to the Companyexpiration of the Term, upon thirty (30) days advance notice to the Executive, shall have the right to terminate Executive's ’s employment with is terminated by the Company without Cause at any timeCause, including, without limitation, in connection (B) prior to the expiration of the Term and (ii) ExecutiveTerm, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or 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 from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions Compensation and withholdingsBenefits. In addition, in the event of the occurrence of any of (A)-(C) above, the Company shall pay the Executive a cash within ten (10) business days after lump sum in the date amount of termination or any earlier time required by applicable law. two (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current times his Base Salary. The Severance Payment shall be paid by In addition, if the Executive’s employment is terminated without Cause or if the Executive resigns for Good Reason and, following such termination or resignation of employment, the Executive timely elects to receive so-called “COBRA” continuation coverage for himself and/or his covered dependents, the Company will provide such coverage to Executive in equal installments in accordance with them under the Company's customary payroll practices generally ’s applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that plans. The Executive shall be required to make all required contributions pay the full COBRA premium for such coverage for so long as he maintains such coverage. However, the Company shall pay to such plans the Executive, as Executive did prior additional severance, a one-time lump sum cash payment in an amount equal to 18 times the excess of (x) the total monthly premium cost for the Executive’s COBRA continuation coverage, determined as of the date of his termination or resignation of employment, over (y) the amount of the standard contribution that the Company’s active employees are required to make toward the total monthly cost of the same coverage, determined as of such date. Subsequent Such lump sum payment shall be subject to all required tax withholding. Other than payment in respect of the 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 this Section 4(b) shall be made on the 60th day following the Executive’s date of termination of employment. Except for the payments and benefits to be paid or provided to the Benefit Period, Executive will be eligible pursuant to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this AgreementSection 4(b), the term "Good Reason" Executive shall mean (i) (except as set forth in Section 5(e)) the relocation have no further rights under this Agreement or otherwise under any plan, program or arrangement of the Company's principal executive offices Company Group (which includes, prior to a location outside Transaction, the contiguous 48 United States without the consent of Executive or (iiParent Group) to receive any reduction in salary other compensation or benefits contrary to this Agreement, without the consent after such termination or resignation of Executiveemployment.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the CompanyCompany may, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with the Company without Cause at its option and at any time, includingprovide to Executive: (A) up to twelve (12) months' advance written notice of termination of employment without Cause, without limitationor (B) written notice of a current material adverse change in the Executive's position (such notice in (A) or (B) being referred to herein as a "Working Notice"). If the Company issues a Working Notice to the Executive, any entitlement to a Severance Payment and Benefit Period (as defined below) shall be reduced in connection expiration proportion to the period covered by the Working Notice. During the period covered by the Working Notice, the Executive shall continue to provide the services according to Section 2, hereof as an employee of the Term and (ii) Company. If the Executive resigns during the period covered by the Working Notice, then Executive shall receive only the Accrued Obligations through the date of termination. Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments installments, following the expiration of the Revocation Period defined in the Release referred to in Section 5(d)(iv), in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To Payment of Executive's COBRA premiums for the extent permitted by applicable law and the terms 360-day period following termination of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days employment ("Benefit Period"), provided that Executive shall be required elects to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be receive COBRA continuation coverage and is eligible to continue medical insurance coverage for any remaining period required under COBRACOBRA continuation coverage. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction a material diminution in salary or Executive's overall employee benefits contrary to this Agreementnot the result of changes in benefit plans affecting other employees, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision Subject to the provisions of this Section 5subparagraph 4(a) and subparagraph 4(b)(vi) hereof, (i) if, prior to expiration of the CompanyPeriod, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with is terminated by the Company without Cause at any timeCause, including, without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If or if Executive is so terminated without Cause or resigns from his Employment for Good Reason, Executive shall be entitled to receive from during the Company: Severance Period, as severance pay or liquidated damages, or both (1"Severance Benefits"), (A) Any Accrued Obligations through a sum equal to his Base Salary at the annual rate then in effect immediately prior to such termination or resignation, and (B) continued coverage under Company health and insurance plans applicable to Executive immediately prior to such termination or resignation, or, if any such plan does not permit continued coverage of the Executive, the Company shall arrange to provide a benefit substantially similar to and no less favorable than the benefit he was entitled to under such plan, reduced by any compensation or benefits which Executive receives, or is entitled to receive, in connection with any employment of the Executive by another employer during the time that Severance Benefits are payable to Executive pursuant to this paragraph 4(b). Executive shall provide the Company with any evidence of amounts received in connection with other employment which the Company shall reasonably request. The Severance Period shall commence on the day following the date of terminationsuch termination or resignation for Good Reason and shall expire on the date this Agreement would have expired but for said termination or resignation. (ii) If, which following a termination of employment for resignation for Good Reason, Executive breaches the provisions of paragraph 5 hereof, Executive shall not be paid to Executive in a lump sumeligible, subject to statutory deductions and withholdings, in cash within ten (10) business days after as of the date of termination or any earlier time required by applicable law. (2) A such breach, for the payment ("of Severance Payment") equal to twelve (12) months Benefits and all obligations and agreements of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and pay Severance Benefits shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRAthereupon cease. (iii) As used The date of termination of employment by the Company under this paragraph 4(b) shall be the date specified in this Agreementa written notice of termination to Executive (which date shall be no earlier than the date of furnishing such notice) or, if no such date is specified therein, the term "Good Reason" date on which such notice is given to Executive. The date of resignation under this paragraph 4(b) shall mean (i) (except as set forth in Section 5(e)) be two weeks after receipt by the relocation Company of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent written notice of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executiveresignation.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding The Company may terminate the Executive’s employment at any other provision of this Section 5, (i) the Company, time without Cause upon thirty (30) days days’ 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 Executive, shall have for all or part of such thirty (30)-day period in the right to terminate Executive's Company’s discretion. The Executive may initiate a termination of employment with by resigning without Cause or for Good Reason. Upon termination by the Company without Cause at any time, including, without limitation, in connection expiration of or resignation by the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms of such Release, the Executive shall receive from be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the Companyfollowing: (1) Any Accrued Obligations The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) any Annual Bonus (to the extent not already paid) that, had he remained employed, would otherwise have been paid to the Executive for any fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (B) a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination, termination in the fiscal year in which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law.occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); (2) A payment The Company will pay the Executive an amount ("the “Severance Payment"”) equal to twelve two times the sum of (12A) months the Executive’s Base Salary in effect on the date of Executive's current termination (without giving effect to any reduction in Base Salary. The Salary that constitutes Good Reason) plus (B) the target Annual Bonus for the year in which the Executive is terminated, with 50% of the Severance Payment shall payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid by within fifteen (15) days following the Company to Executive in equal installments in accordance with one-year anniversary of the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings.termination date; (3) To the extent permitted not previously vested and exercisable as of the date of termination, any outstanding Company equity based awards (including stock options, restricted stock, restricted stock units, phantom equity or other equity based awards) held by applicable law 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 terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period")Executive’s dependents, provided that Executive shall be required to make all required contributions to such plans the dependent was covered under the Company’s health plan as Executive did prior to of the date of Executive’s termination date. Subsequent to , for the Benefit Periodeighteen (18)-month period following the termination date, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRAbased on the COBRA rates in effect at the termination date (the “COBRA Payment”). (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. If the Employment Period terminates pursuant to clauses (iiii) Notwithstanding any other provision or (v) of this Section 5, (iparagraph 2(b) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with the Company without Cause at any time, including, without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reasonhereof, Executive shall receive from be entitled to all of the Companybenefits provided below: (1) Any Accrued Obligations The Company shall pay Executive his or her full Base Salary through the date Date of termination, which shall be paid to Executive Termination at the rate in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after effect at the date time Notice of termination or any earlier time required by applicable lawTermination is given. (2) A payment For a ninety ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by 90)-day period after such termination, the Company will arrange to provide to Executive in equal installments in accordance with at the Company's customary payroll practices generally applicable expense with benefits under (or substantially similar to) the Company's medical plans in existence on the Date of Termination (including, if applicable, the Company's Executive Medical Program); provided further that benefits otherwise receivable by Executive pursuant to similarly situated employees as may be in effect from time and this clause (2) shall be subject reduced to statutory deductions the extent comparable benefits are actually received by Executive from any collateral source (i.e., personal insurance, other employment benefits, etc.) during such ninety (90)-day period, and withholdingsany such benefits actually received by Executive shall be reported by Executive to the Company. (3) To For a ninety (90)-day period after such termination, the extent permitted by applicable law Company will arrange to provide to Executive at the Company's expense with continued benefits under the Company's group life insurance plan in existence on the Date of Termination; provided that if the Company's insurers refuse to continue to provide coverage of Executive in the group plan at rates not in excess of twice the rate paid for Executive's coverage immediately prior to the Date of Termination, then in lieu of such continued group life insurance benefits, the Company shall pay Executive, in a lump sum on the Date of Termination, an amount equal to twice the rate paid for Executive's coverage immediately prior to the Date of Termination. (4) The Company and the terms Executive agree that it will be difficult if not impossible to determine the amount of Executive's damages in the event of a material breach by the Company of its obligations hereunder, including a termination of the plansExecutive other than for Cause, because of the continuation difficulty of medical and dental plan benefits for a period quantifying the value of three hundred sixty (360) days ("Benefit Period")Executive's opportunity to earn bonuses of common stock hereunder, provided as well as the value that such stock would have in the future. Therefore, Executive shall be entitled to receive as liquidated damages a one-time cash payment of $1,000,000.00, less any payroll taxes which are required to make all required contributions to be withheld from such plans as Executive did prior to payment, which shall be in compensation for the date of termination date. Subsequent to the Benefit PeriodBase Salary, Executive will be eligible to continue medical insurance coverage benefits, and potential for any remaining period required under COBRAstock bonuses. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to If Executive, shall have the right to terminate Executive's ’s employment with the Company is terminated: (i) by the Company for any reason other than for Cause, death or Disability; or (ii) by Executive for Good Reason, then this Agreement shall terminate without Cause at any timefurther obligations to Executive under this Agreement, including, without limitationother than for the payments of Accrued Salary and Accrued Bonus and for the payments and benefits set forth in this Section 4, in connection expiration each case subject to Section 9 hereof, and: (a) Executive will be entitled to receive the Severance Amount. As a condition to the payment of the Term Severance Amount, Executive will sign the Release. The Release must be signed and returned to the Company within the period of time designated by the Company (not less than seven (7) and not more than sixty (60) days following the Executive’s receipt of such Release), and any revocation period required by law or applicable regulation with respect to the release and waiver of claims contained in the Release must expire without Executive’s revoking or causing it to be revoked. The Severance Amount will be payable in cash in a lump sum within seventy-five (75) days following the date of termination (the actual date during such period to be determined by the Company in its sole discretion). (b) Executive will be entitled to continue to participate: (i) during the Welfare Benefit Continuation Period in any disability, life or similar programs provided by the Company and in which he participated immediately before the date of termination; and (ii) Executiveduring the Medical Benefits Continuation Period in any medical, upon thirty (30) days advance notice to dental or health plans and programs provided by the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through Company and in which he participated immediately before the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten on the same basis as during his employment (10) business days after the date of termination or any earlier time required by applicable law. (2) A including payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to of the costs and expenses associated with such programs on the same terms as during the time Executive in equal installments in accordance was employed with the Company's customary payroll practices generally applicable to similarly situated employees as ). In meeting its obligations under this subsection (b), the Company will take all actions that may be necessary or appropriate to comply with criteria set forth by the Company’s insurance carriers and other program providers to continue Executive’s participation or, in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plansCompany’s discretion, the continuation Company may provide equivalent coverage under alternative arrangements. With respect to continued coverage under any such medical or health plan, if Executive becomes eligible for health benefits through any arrangement sponsored by or paid for by a subsequent employer of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period")Executive, then continued coverage under any arrangement provided that Executive shall be required to make all required contributions to such plans as Executive did prior to by the date of termination date. Subsequent to the Benefit Period, Executive Company will be made secondary to, and coordinated with, such other coverage in which Executive is eligible. The Medical Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to continue medical insurance elect health coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (ia) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to The Company may terminate Executive's ’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time, including, without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign time for Good ReasonReason (as defined below). (iib) If In the event Executive’s employment with the Company is terminated by the Company without Cause, Executive is so terminated without Cause or resigns for Good ReasonReason 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, subject to Section 5.7, Executive shall receive from the Companyfollowing: (1i) Any Accrued Obligations The Company shall pay Executive, in addition to all earned but unpaid Base Salary accrued through the date of termination, which shall be paid to Executive all accrued but unused PTO, at the rates then in a lump sumeffect, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory less standard deductions and withholdings. (3ii) To the extent permitted by applicable law and the terms The Company shall pay Executive, as severance, eighteen (18) months of Executive’s base salary in effect as of the plansdate of Executive’s employment termination, subject to standard payroll deductions and withholdings (the continuation of medical and dental plan benefits for a “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the eighteen (18) month period of three hundred sixty (360) days ("Benefit Period")following Executive’s Separation from Service; provided, provided however, that Executive shall no payments will be required to make all required contributions to such plans as Executive did 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 delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRASeverance being paid as originally scheduled. (iii) As used in this Agreement[INTENTIONALLY OMITTED] (iv) Provided Executive timely elects continued coverage under COBRA, the term "Good Reason" Company shall mean 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) eighteen (except as set forth in Section 5(e)18) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or 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 reduction 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 salary or benefits contrary to this Agreementits sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the consent Public Health Service Act), the Company instead shall pay to Executive, on the first day 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 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 COBRA premiums. (v) The Company will accelerate the vesting of any equity interests granted to Executive, such that the shares that would have vested in the eighteen (18) months following Executive’s Separation from Service shall be deemed vested as of Executive’s last day of employment and Executive shall have up to ninety (90) days from Executive’s last day of employment within which to exercise his vested options.

Termination Without Cause; Resignation for Good Reason. (ia) Notwithstanding The Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive's employment under this Agreement at any other provision of this Section 5, (i) the Company, upon time in any lawful manner by giving not less than thirty (30) days advance written notice to the Executive, shall have the right to terminate Executive's employment with the Company without Cause . The Executive may resign for Good Reason (as hereafter defined) at any time, including, without limitation, in connection expiration of the Term and (ii) Executive, upon time by giving not less than thirty (30) days advance written notice to the Company, shall have Corporation. If the right to resign for Good Reason. (ii) If Executive is so terminated Corporation terminates the Executive's employment without Cause or the Executive resigns for Good Reason, Executive shall receive from the Companythen in either event: (1i) Any Accrued Obligations The Executive shall be paid a lump sum within thirty (30) days of the date her employment terminates equal to the sum of (A) her salary through the date of termination, (B) any bonus earned by Executive, but not paid on the date her employment terminates, and (C) an amount equal to the last bonus paid to the Executive before her employment terminates, multiplied by a fraction, the numerator of which is the number of days that elapse between January 1 of the year in which her employment terminates and the date her employment terminates, and the denominator of which is three hundred sixty-five (365). (ii) The Executive shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after for the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms remainder of the plansthen current term of this Agreement, at such times as payment was theretofore made, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period salary required under COBRA.Section 4(a) that the Executive would have been entitled to receive during the remainder of the then current term of this Agreement had such termination not occurred; (iii) As used Within thirty (30) days after her employment terminates, the Executive shall be paid an amount equal to three times the highest annual bonus paid to her during the three calendar years that precede the date that her employment terminates; (iv) The Corporation shall maintain in full force and effect for the continued benefit of the Executive for the remainder of the then current term of this Agreement, all employee welfare benefit plans and programs or arrangements in which the term Executive was entitled to participate immediately prior to such termination, provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or program 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 program; and (v) The Corporation shall pay to the Executive the cost, in an amount not to exceed 20% of Executive's annual base salary in effect immediately prior to the termination of her employment of professional services rendered to Executive within six months following termination of her employment, as and when such costs are incurred. (b) For purposes of this Agreement, "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.mean:

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's ’s employment with the Company without Cause at any time, including, without limitation, in connection with expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("“Severance Payment"”) equal to twelve eighteen (1218) months of Executive's ’s current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's ’s customary payroll practices generally applicable to similarly situated employees as may be in effect from time to time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("“Benefit Period"”); provided, provided however, that Executive shall be required to make all required contributions to if continuation of such plans as Executive did prior to the date of termination dateis not permitted, then Company shall pay for continued medical coverage under COBRA for that period. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "“Good Reason" ” shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's ’s principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or which is more than fifty (ii50) any reduction in salary or benefits contrary to this Agreement, miles from its then-current location without the consent of Executive, (ii) reduction in Executive’s position, without Executive’s written consent, causing it to be of materially less responsibility, and such a change shall be deemed to occur if the Company is no longer publicly-traded as a result of a Change of Control, or (iii) a material reduction, without Executive’s written consent, in his level of Base Salary, or Target Bonus of 100% of Base Salary; provided, however, that a uniform across the board reduction in Base Salary for the Company’s executive officers shall not constitute “Good Reason.”

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding The Company may remove Executive at any other provision of this Section 5, (i) time without Cause from the Company, position in which Executive is employed hereunder upon not less than thirty (30) days advance days’ prior written notice of termination to Executive; provided, however, that, in the event that such notice is given, Executive shall have the right be under no obligation to terminate Executive's employment with render any additional services to the Company without Cause at any timeand shall be allowed to seek other employment. In addition, including, without limitation, in connection expiration Executive may initiate termination of employment by resigning under this Section 4(a) for Good Reason. Executive shall give the Term and (ii) Executive, upon Company not less than thirty (30) days advance days’ prior written notice to the Company, shall have the right to resign for Good Reasonof termination of such resignation. (ii) If Executive is so terminated without Cause Upon any removal or resigns for Good Reasonresignation described in Section 4(a)(i) above, the Executive shall receive be entitled to receive, upon execution of the Release, for a period of twelve (12) months a monthly cash payment equal to the monthly portion of the Executive’s Annual Base Salary in effect immediately before the Executive’s separation from service (“Termination Annul Base Salary”); If executive becomes employed prior to the Companyend of the twelve (12) month period for an annual amount equal to or greater than executives severance salary, the company shall no longer be obligated to compensate executive. If executive is employed for a lesser salary, the company will continue to pay the differential between the two salaries for the balance of the twelve (12) month period. (iii) Upon any removal or resignation described in Section 4(a)(i) above, the Executive shall also receive: (1) Any Accrued Obligations through A pro rated bonus for the date year in which the Executive’s termination of employment occurs. The pro rated bonus shall be based on the Executive’s highest target percentage annual bonus for the year in which the Executive’s termination occurs, 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 his termination and the denominator of which is three hundred sixty five (365). Payment of the pro rated bonus shall be made to the Executive at the time the Company would have paid a bonus, if any, to the Executive for services performed for the year in which the Executive’s termination of employment occurs, but by no later than March 15 of the year following the year of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment The Executive shall continue to receive the medical coverage and other health and welfare benefits in effect at the Date of Termination ("Severance Payment"or generally comparable coverage) equal for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, for twelve (12) months from the Date of Termination. As an alternative to the foregoing, the Company may elect to pay the Executive cash in lieu of such coverage in an amount equal to the Executive's current Base Salary’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 Severance Payment COBRA health care continuation coverage period under Section 4980B of the Code, as amended, shall be paid by the Company to Executive in equal installments in accordance run concurrently with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdingsforegoing benefit period. (3) To The Executive’s stock options will continue to vest for the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty twelve (36012) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to months following the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRAremoval or resignation described in Section 4(a)(i) above or until other employment is initiated. (iiiiv) As used Notwithstanding anything set forth herein to the contrary, in the event that Executive violates the provisions of Section 5(a) of this AgreementAgreement after his separation from service, the term "Good Reason" payments and benefits provided under this Section 4(a) shall mean (i) (except as set forth in Section 5(e)) the relocation cease and all obligations of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (iiCompany under this Section 4(a) any reduction in salary or benefits contrary to this Agreement, without the consent of Executiveshall terminate.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's ’s employment with the Company without Cause at any time, including, without limitation, in connection with the expiration of the Term Term, and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("“Severance Payment"”) equal to twelve (12) months of Executive's ’s current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's ’s customary payroll practices generally applicable to similarly situated employees as may be in effect from time to time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation of medical and dental plan benefits for a period of three hundred sixty (360) days ("“Benefit Period"”), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination datetermination. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRA. (iii) As used in this Agreement, the term "“Good Reason" ” shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's ’s principal executive offices to a location outside that increases the contiguous 48 United States without Executive’s commute to the consent of Executive or Executive’s normal work location by more than 50 miles, (ii) a material adverse change by Company of Executive’s status or position as the Senior Vice President and Chief Financial Officer, including, without limitation, a material diminution of his position, duties, responsibilities or authority or the assignment to him of duties or responsibilities that are materially inconsistent with his status or position; (iii) a reduction by the Company of Executive’s annual Base Salary or failure to pay same in violation of Section 4 (a), other than if such reduction is made as part of and consistent with an across-the-board temporary salary reduction instituted in conjuction with cost cutting measures and applicable to the Company’s senior executive officers generally or, (iv) a breach by the Company of any reduction in salary or benefits contrary to of its material obligations under this Agreement; or (v) in connection with a Change in Control, without the consent failure or refusal by the successor or acquiring company to expressly assume the obligations of Company under this Agreement. Executive will not have “Good Reason” to terminate his employment pursuant to (ii) above merely because he is no longer the chief financial officer of a public company, provided that his operational duties, responsibilities and authority are not otherwise materially diminished. As a condition to terminating his employment for Good Reason, Executive must specify in writing to the Company (or the successor or acquiring company) the nature of the act or omission that Executive deems to constitute Good Reason and provide the Company (or the successor or acquiring company) 30 days after receipt of such notice to review and, if required, correct the situation (and thus prevent Executive’s termination for Good Reason). Notice of termination for Good Reason must be provided, if at all, within 90 days after the occurrence of the event or condition giving rise to such termination.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision of this Section 5, (i) the Company, upon thirty (30) days advance notice to Executive, shall have the right to terminate Executive's employment with If Executive is terminated by the Company without Cause at any time, including, without limitation, in connection expiration of the Term and (ii) Executive, upon thirty (30) days advance notice to the Company, shall have the right to resign for Good Reason. (ii) If or if Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from be entitled to receive: (i) as severance pay, an amount equal to the Base Salary that would otherwise have been payable if Executive continued her employment hereunder for six (6) months (the “Severance Period”), payable in accordance with the Company: ’s policies that would otherwise apply to the payment of the Base Salary, and (1ii) Any Accrued Obligations through continuation of medical benefits during the date Severance Period upon the same terms as exist immediately prior to the termination of terminationemployment. Notwithstanding the foregoing, if, within the twelve (12) month period immediately following a Qualified Change of Control, Executive (i) is terminated without Cause or (ii) resigns during the ninety (90)-day period immediately following a material adverse change in Executive’s (w) position, (x) duties, (y) authority or (z) responsibilities, with respect to Executive’s employment by Company as contemplated by this Agreement (excluding any isolated and inadvertent change not taken in bad faith and which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash is remedied by Company within ten (10) business days after receipt of written notice thereof given by Executive), then Executive shall be entitled to receive, in addition to the severance pay and continuation of medical benefits described in the preceding sentence, accelerated vesting of the Options so that one-hundred percent (100%) of the Options are vested as of the date of termination of Executive’s employment with the Company. The Company shall; except as required by law, have no other obligations hereunder or otherwise with respect to Executive’s employment from and after the termination date, and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in equity). Notwithstanding the foregoing, amounts payable under this Section 6.2 shall be reduced by the amount of compensation earned, received or receivable by Executive relating to Executive’s employment with, or other provision of services to, third parties during the Severance Period, (such compensation “Subsequent Pay”) and Executive shall use all reasonable efforts to obtain such employment or engagement for services as soon as possible after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of hereunder. Executive's current Base Salary. The Severance Payment , shall be paid by notify the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms of the plans, the continuation existence of medical and dental plan benefits for a period Subsequent Pay as soon as possible after Executive has knowledge of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions to such plans as Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRAPay. (iii) As used in this Agreement, the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation of the Company's principal executive offices to a location outside the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary to this Agreement, without the consent of Executive.

Termination Without Cause; Resignation for Good Reason. (i) Notwithstanding any other provision If the Executive’s employment is terminated by the Company without Cause or if the Executive should resign for Good Reason, prior to the expiration of the Term, he shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination and, subject to the Executive’s execution and delivery of a general release of all claims against the Company and its affiliates, which release shall be consistent with the terms of this Agreement (the “Release”), within sixty (60) days following termination of employment, continued payment of the Executive’s then-current Salary for a period of twelve (12) months, payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) day following termination of employment and shall include payment of any amounts that would otherwise be due prior thereto (the “Continuation Period”); (B) any bonus earned but not yet paid in respect of any calendar year preceding the year in which such termination or resignation occurs; and (C) any unreimbursed expenses. 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 payroll practices of the Company. Subject to the Executive’s execution and delivery of the Release within sixty (60) 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 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) the last day of the 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 Company shall provide the Executive with compensation or benefits the aggregate value of which, in the reasonable judgment of the Company, upon thirty is no less than the aggregate value of the compensation or benefits that the Executive would have received under such plan or program had he been eligible to participate therein or had such plan or program continued to be maintained by the Company. (30ii) days advance notice Except as may be provided under the terms of any applicable grants to the Executive, shall have under any plan or arrangement in which the right to terminate Executive's employment with the Company without Cause at any timeExecutive participates or except as may be otherwise required by applicable law, including, without limitation, in connection expiration the provisions of Section 4980B(f) of the Term and Internal Revenue Code of 1986, as amended (iithe “Code”) Executiveor as set forth under Section 17, upon thirty (30the 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 termination 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 him pursuant to this Section 7(b) days advance notice or other benefits to which he is entitled pursuant hereto, except as provided in the immediately preceding paragraph. Notwithstanding anything to the Companycontrary in this Agreement, shall have the right of the Executive to resign receive payments provided for Good Reason. (iiin this Section 7(b) If Executive is so terminated without Cause or resigns for Good Reason, Executive shall receive from the Company: (1) Any Accrued Obligations through the date of termination, which shall be paid to Executive in a lump sum, subject to statutory deductions and withholdings, in cash within ten (10) business days after the date of termination or any earlier time required by applicable law. (2) A payment ("Severance Payment") equal to twelve (12) months of Executive's current Base Salary. The Severance Payment shall be paid by the Company to Executive in equal installments in accordance with the Company's customary payroll practices generally applicable to similarly situated employees as may be in effect from time and shall be subject to statutory deductions and withholdings. (3) To the extent permitted by applicable law and the terms Section 8 of the plansthis Agreement. In addition, the continuation of medical Company’s obligation to pay the Executive the amounts provided and dental plan benefits for a period of three hundred sixty (360) days ("Benefit Period"), provided that Executive shall be required to make all required contributions the arrangements provided hereunder shall not be subject to such plans as set-off, counterclaim or recoupment of amounts owed by the Executive did prior to the date of termination date. Subsequent to the Benefit Period, Executive will be eligible to continue medical insurance coverage for any remaining period required under COBRACompany or its affiliates. (iii) As used The date of termination of employment by the Company pursuant to this Section 7(b) shall be the date specified in this Agreementthe written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the term "Good Reason" shall mean (i) (except as set forth in Section 5(e)) the relocation Executive of the written notice of termination from the Company's principal executive offices to . The date of a location outside resignation by the contiguous 48 United States without the consent of Executive or (ii) any reduction in salary or benefits contrary pursuant to this AgreementSection 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company or, without if no date is specified therein, ten business days after receipt by the consent Company of the written notice of resignation from the Executive.