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

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment without Cause, or as a result of his resignation for Good Reason, then the Executive shall receive the Other Accrued Compensation and Benefits and, subject to Section 4(e): (A) the Company shall continue to pay the Executive the Base Salary and Automobile Payment in accordance with the Company’s ordinary payroll practices in effect from time to time for a period equal to the greater of: (i) twelve (12) months; and (ii) the remainder of the Term, with payments commencing on the 60th day following the Executive’s Separation from Service (the “Severance Period”); (B) the Company shall provide the Executive with cash payments equal to a pro-rated Target Bonus (i) for time worked up through the termination date and for which a bonus has not yet been paid; and (ii) in respect of the Severance Period, in each case at any time without Cause upon thirty (30) days’ advance written noticesuch intervals as the same would have been paid had the Executive remained in the active service of the Company; provided, however, that in no event will payment commence prior to the 60th day following the Executive’s Separation from Service; (C) the Company may relieve shall provide the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period eligible dependents with continued participation in the Company’s discretiongroup medical plans during the Severance Period or, in the event such participation is not permitted, the Company shall pay for the cost of continuing medical insurance coverage for the Executive and his eligible dependents under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). The Executive shall continue to be obligated to pay his share of premiums, deductibles and co-payments which may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by be deducted from the Company without Cause or resignation by payment made pursuant to this Section 4(c)(i)(C) in the Executive for Good Reason, same manner as if the Executive executes were actively employed. In the event that the Executive obtains subsequent employment and does is eligible to participate in the group medical plans of his new employer, the Executive agrees to notify the Company promptly, and any coverage provided under the Company’s group medical plans, or COBRA payments, as the case may be, shall terminate when coverage under the new employer’s medical plans become effective; (D) the Company shall continue to pay the life insurance premiums contemplated by Section 3(i); (E) the Company shall continue to provide the Executive with the Fringe Benefits; (F) in the event the Aggregate Contribution has not timely revoke yet been made to the Retirement Plan as of the date of the Separation from Service, the Company will continue to make monthly contributions to the Retirement Plan for the duration of the Severance Period, up to a written Release maximum contribution of $1,000,000 over the Severance Period; provided that in no event shall the total amount contributed to the Retirement Plan exceed the Aggregate Contribution; and (as defined belowG) all outstanding equity will be treated in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan LTIP or program for employees or executives, the following:applicable award letters. (1ii) The Company will pay Executive agrees that the Executive, in a single lump sum payment within sixty (60provisions of Section 4(c) days following the termination date, (A) are fair and reasonable and that if his employment is terminated without Cause or he resigns for Good Reason he shall have no further right to receive 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 other compensation 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination datebenefits.

Termination Without Cause; Resignation for Good Reason. The Company Employer may terminate the ExecutiveEmployee’s employment at any time without Cause upon thirty (30) days’ advance written notice; providedCause, however, the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretionas defined herein. The Executive Employee may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company Employer without Cause or resignation by the Executive Employee for Good Reason, if the Executive Employee shall be entitled to receive any accrued but unpaid Base Salary, prorated Annual Bonus based on the prior year’s Annual Bonus, and business or other expenses incurred up to the date of termination and reimbursable pursuant to Section 6, and any benefits accrued and due under any applicable benefit plans and programs of the Employer, including any vested Restricted Shares (“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Employee executes and does not timely revoke or revokes a written Agreement and Release (as defined below). In addition, in the event that the Employee is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Employee within five (5) days of such termination or resignation an Agreement and Release and in accordance consideration for the Employee’s compliance with the undertakings set forth in Section 15(a) and in the other provisions of Section 15, if the Employee executes and delivers to the Company the Agreement and Release within fifty (50) days of the Employee’s termination of employment, and does not revoke such Agreement and Release such that it becomes effective by its terms prior to the sixtieth (60th) day following the Employee’s termination of such Releaseemployment, the Executive Employee shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following:following (collectively, the “Separation Pay and Benefits”): (1a) The Company will pay a cash payment equal to one-half (0.5) times the ExecutiveEmployee’s annual Base Salary as in effect on the termination date, plus one-half (0.5) times the Employee’s target Annual Bonus, with the sum of those two amounts payable in a single lump sum payment within sixty (60) days following the Employee’s termination date, ; (Ab) 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 reimbursement in which the date of termination occurs in an amount cash 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50100% of the Severance Payment payable in a lump sum COBRA premiums incurred by the Employee for the Employee and his eligible dependents under the Employer’s health plans during the six (6) month period following the Employee’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Employee remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days following after the Employee’s termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Employee’s termination date and ending on the remaining 50% date of the Severance Payment first reimbursement payment. To the extent required by law, reimbursement payments pursuant to this Section 7(b) shall be paid within fifteen treated as taxable compensation to the Employee; (15c) days following the one-year anniversary accelerated vesting of any Restricted Shares granted pursuant to Section 2(c) that remain unvested as of the date of the Employee’s termination dateof employment, subject to the terms and conditions of the Equity Plan, including the minimum vesting provisions set forth therein, and the applicable grant agreement, including all vesting provisions therein; and (d) the Employer shall have no additional obligations to the Employee.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If the ExecutiveEmployee’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause (as defined in Section 4.3), or resignation by the Executive Employee’s voluntary resignation for Good ReasonReason (as defined in Section 4.2), other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the product of (i) one twelfth (1/12) of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Executive executes Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to her base salary as in effect immediately before such material reduction took effect) and does not timely revoke a written Release (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with the Company’s payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and (b) the amount of any bonus for the prior year that was approved but not yet paid to the Employee at the time of the Employee’s termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in accordance a manner and timing consistent with the terms payments to other similarly situated employees and consistent with the requirements of such ReleaseSection 409A of the Internal Revenue Code of 1986, as amended (the Executive shall be entitled to receive“Code”) but in no event later than March 15 of the year following the year of performance; provided, in lieu of both cases, that the Severance Agreement has been executed and any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment applicable revocation period with respect thereto has expired 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 Employee’s date of termination (such 60th day, the “Prior Year BonusPayment Commencement Date”) and (B) a pro rata portion of ); provided, however, that if the Annual Bonus for 60th day following the partial fiscal year in which the Employee’s date of termination occurs in an amount equal to the product calendar year following the year of (x) termination, then the target Annual Bonus multiplied by (y) a fraction, the numerator of which Payment Commencement Date shall be no earlier than January 1 of the number year following the year of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)termination; and (2) The 5.2 upon the Employee’s termination from employment pursuant to this Section 5, the Company will pay the Executive an amount (the “Severance Payment”) equal shall make contributions to the sum cost of COBRA (A)Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee and any applicable dependents for a period of six (6) months after the Employee’s termination if the Employee elects COBRA coverage, and only for so long as such coverage continues in force; provided, however, that if the Employee commences new employment and is eligible for a new group health plan, the Public Offering Bonus (Company’s contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary Company-provided health and dental insurance coverage in effect on immediately before termination of the date Employee’s employment for an active employee with the same coverage elections. At the end of termination the six (without giving effect to any reduction in Base Salary that constitutes Good Reason6) multiplied by a fractionmonth period, the numerator of which Employee may continue such COBRA, if applicable, and shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus responsible for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateall premiums thereafter.

Termination Without Cause; Resignation for Good Reason. The Company may (a) Notwithstanding the provisions of Section 1 of this Agreement, the Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive’s 's employment under this Agreement at any time without Cause upon in any lawful manner by giving not less than thirty (30) days’ advance days written notice; provided, however, the Company may relieve notice to the Executive from performing any duties and pay ("Notice of Termination"), which notice shall indicate the Executive his Base Salary (if anyspecific provision(s) in lieu of notice this Agreement relied upon for all or part of such thirty (30)-day period in the Company’s discretiontermination. The Executive may initiate resign for Good Reason (as hereafter defined) at any time by giving not less than thirty (30) days written notice to the Corporation ("Notice of Resignation"), which notice shall indicate the specific provision(s) in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a termination of employment by resigning without Cause or basis for a resignation for Good Reason. Upon termination by In the Company event the Corporation terminates the Executive's employment without Cause or resignation by the Executive resigns for Good Reason, if and, in either such event, the Executive executes offers in writing to continue to provide the services contemplated by and does not timely revoke a written Release (as defined below) in accordance with on the terms of this Agreement and such Releaseoffer is not accepted by the Corporation unconditionally in writing within five (5) days thereafter, then the Executive shall be entitled to receiveliquidated damages, subject in lieu the case the Executive's resignation for Good Reason to the provisions of any payments under any severance plan or program for employees or executivesSection 7(d) of this Agreement, the following:as follows: 3NEXT PAGE (1i) The Company will pay the Executive, in Executive shall be paid a single lump sum cash payment by the Corporation, within sixty thirty-five (6035) days following after a Notice of Termination is given by the termination date, (A) any Annual Bonus (to the extent not already paid) that, had he remained employed, would otherwise have been paid Corporation to the Executive for any fiscal year pursuant to this Section 7(a) 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 Agreement, in an amount equal to the product greater of (xA) 1.5 times the total cash compensation (including bonus) paid or payable to the Executive during the twelve (12) full consecutive months immediately preceding the effective date of the Executive's termination of employment or (B) the target Annual Bonus multiplied by salary due to the Executive for the remaining term of this Agreement under Section 3(a) (ywithout any present value adjustment) a fraction, that the numerator of which shall be the number of days elapsed through the date of Executive would have been entitled to receive had such termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)not occurred; and (2ii) The Company will pay Corporation shall maintain in full force and effect for the continued benefit of the Executive an amount for twelve (12) months following the effective date of the Executive's termination or resignation (the “Severance Payment”) equal "Liquidated Damage Period"), as the case may be, at no cost to the sum Executive, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to such termination as described in Sections 4(a) and 4(b) of this Agreement (other than stock-based compensation plans of the Corporation or CFC), provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program 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. (b) (i) In the event that the Executive becomes entitled to liquidated damages pursuant to Section 7(a) above, (A)) the Corporation's obligations under Section 7(a)(i) above with respect to cash damages shall be reduced by the amount of the Executive's cash income, if any, earned from providing personal services during the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), Liquidated Damage Period; and (B) the Executive’s Base Salary Corporation's obligation to maintain the benefits described under Section 7(a)(ii) above shall be reduced to the extent, if any, that the Executive receives such benefits, on no less favorable terms, from another employer during the Liquidated Damage Period. For purposes of this Section 7(b), the term "cash income" shall include amounts of salary, wages, bonuses, incentive compensation and fees paid to the Executive in effect on cash but shall not include shares of stock, stock options, stock appreciation rights or other earned income not paid to the date Executive in cash. To the extent the provisions of termination this Section 7(b) are applicable and an overpayment has been made to the Executive as of the expiration of the Liquidated Damage Period, the Executive shall reimburse the Corporation in an amount equal to the after tax benefit realized by the Executive from such overpayment (without giving effect i.e. amount realized net of all federal, state, local, employment and medicare taxes). In making the reimbursement calculation it shall be presumed that the Executive is subject to the highest marginal federal and state income tax rates. This Section 7(b) shall not be interpreted to require or permit any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up benefits to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall may be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateentitled under Section 9.

Termination Without Cause; Resignation for Good Reason. (a) The Company may reserves the right to terminate the Executive’s employment Employment without Cause at any time without Cause upon time. (b) Executive reserves the right to terminate his Employment for Good Reason (as defined in Section 9.2 herein) by giving the Company thirty (30) days’ advance days written notice; provided, howevernotice which states the basis for such Good Reason. As such, the Company may relieve Company, in its sole discretion, shall have the right to renounce and waive the benefit of part and or of the totality of any such notice and the Executive from performing will not be entitled to any duties and pay the Executive his Base Salary indemnity or damages of any nature whatsoever. (if anyc) in lieu of notice for all or part of such thirty Upon (30)-day period in i) the Company’s discretion. The Executive may initiate a termination of employment by resigning the Employment without Cause Cause, or (ii) Executive’s resignation from Employment for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (Reason as defined belowdescribed in Section 7.1(b) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the followingabove: (1i) The Company will shall pay the Executive, in a single lump sum payment within sixty (60) 30 days following his termination of Employment, Executive’s accrued but unused vacation, unreimbursed business expenses and Base Salary through the date of termination date, (A) any Annual Bonus (to the extent not already theretofore paid) that(the “Payments Owed”); (ii) Subject to Executive executing and not revoking a release in the form provided by the Company, 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 will pay Executive: in approximately equal installments during the twelve (12) month period following the date of termination of Employment (the “Prior Year BonusSeparation Period”) and (B) ), a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs cash separation payment in an amount equal to the product of (x) the target Annual Bonus 1.0 multiplied by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering his or six months have passed after the Effective Date), (B) the Executive’s her monthly Base Salary as in effect on the date of termination (without giving effect the “Separation Payment”). If applicable, Executive will be entitled to any reduction receive the benefits set forth on Exhibit A hereto during the Separation Period. The installments of the Separation Payment will be paid to Executive in Base Salary that constitutes Good Reason) multiplied by a fraction, accordance with the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365Company’s customary payroll practices, and (C) will commence on the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days first payroll date following the termination date and the remaining 50% of the Severance Payment to Employment; and (iii) Executive’s options or other equity awards will be paid within fifteen (15) days following treated in accordance with the one-year anniversary terms of the termination dateapplicable plans. (d) If Executive violates any provision contained in Sections 10 or 11 of this Agreement, the Separation Payment shall cease, and all benefits will cease unless continuation of such benefit(s) is required by law. (e) Except as otherwise provided in this Agreement, and except for any vested benefits under any tax qualified pension plans of the Company and vested deferred compensation under any applicable deferred compensation plans, and continuation of health insurance benefits on the terms and to the extent required by law, neither the Company nor Executive shall have any additional obligations under this Agreement.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (a) If, prior to the expiration of the Term, (X) the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, or nonrenewal of the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice Term for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without reasons other than for Cause or for Good Reason. Upon termination by the Company without Cause or Executive’s resignation by the Executive from his/her employment hereunder for Good Reason, if and (Y) the Executive executes and does provisions of Section 5.2(b) do not timely revoke a written Release (as defined below) in accordance with the terms of such Releaseapply, the Executive shall be entitled to receive, in lieu of any the following payments under any severance plan or program for employees or executives, the followingand benefits: (1i) The Company will severance pay equal to the Executive’s annual Base Salary then in effect (or, if the Executive is resigning for Good Reason due to a reduction in a single lump sum payment within sixty his/her level of Base Salary, his/her annual Base Salary as in effect immediately prior to such reduction); (60ii) 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 that the Executive for any Separation from Service occurs on or after the mid-point of the fiscal year of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (B) Company, a pro rata portion of the pro-rated Annual Bonus for the partial fiscal year in during which the date of termination Separation from Service occurs in an amount equal to the product of (x) the target which pro-rated Annual Bonus multiplied by (y) a fraction, the numerator of which shall be paid no later than March 15 of the number of days elapsed through calendar year following the date of termination in the fiscal year in during which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”Separation from Service occurred); and (2iii) The Company will pay any Other Accrued Compensation and Benefits. (b) If, prior to the expiration of the Term, (X) the Executive an amount (incurs a Separation from Service by reason of the “Severance Payment”) equal to the sum Company’s termination of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on employment or nonrenewal of the date of termination (without giving effect to any reduction in Base Salary that constitutes Term for reasons other than for Cause, or if the Executive resigns from his/her employment hereunder for Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (CY) such termination or resignation occurs within six months prior to or within 12 months following a Change in Control, the target Annual Bonus for Executive shall be entitled to (i) severance pay equal to two times the year Executive’s annual Base Salary then in which effect (or, if the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up resigning for Good Reason due to a maximum reduction in his/her level of 365 daysBase Salary, his/her annual Base Salary as in effect immediately prior to such reduction) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.ii)

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive’s 's employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause for any reason other than death, disability (as defined in Section 6(e) hereof) or resignation by the Executive for Good ReasonCause, or, if the Executive executes should resign for Good Reason prior to the expiration of the Term, he shall be entitled (A) to receive a lump sum severance payment in an amount equal to the Executive's then current base salary for the then remaining portion of the Term, plus (B) all amounts due to the Executive under Section 5(i) above shall be accelerated and does due and payable to the Executive, to the extent not timely revoke paid to the Executive as of the termination of this Agreement, which payments shall be due immediately upon the termination or resignation of the Executive's employment and, if not so paid, shall bear interest at the rate of 15% per annum from such date until paid, and (C) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 5 hereof (to the extent permissible by law and the terms of such plans and arrangements) for the then remaining portion of the Term (the "Benefits Period"), or (2) at the election of the Executive at any time following termination of this Agreement and during the Benefits Period, 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 cost to the Company at the time of the Executive's election, attributable to the Executive's participation in the plans and arrangements described in clauses (b) and (f) of Section 5 hereof for the Benefits Period less any portion thereof during which the Executive has continued his participation in such plans and arrangements described in clause (b) and (f) of Section 5 hereof in accordance with subsection 6(b)(i)(C)(1) above; which payment shall be due following termination or resignation of the Executive's employment immediately upon the Executive's delivery of written Release notice to the Company of his election pursuant to subsection 6(b)(i)(C)(2), and if not so paid, shall bear interest at the rate of 15% per annum for such date until paid, and (D) to have all stock options which have been granted to the Executive to immediately become fully exercisable for a period of three (3) months after the termination or resignation date (as defined belowthe case may be) in accordance with the terms of such Releasethe Plans and the relevant stock option agreement, and (E) to continue to have use of a Company owned automobile and to receive all reimbursements associated therewith in accordance with the provisions of Section 5(a) hereof for the balance of the Term, or upon his written notice to the Company at any time within three months following the termination or resignation date (as the case may be), to purchase his Company owned automobile at a purchase price equal to the book value of said automobile as carried on the books and records of the Company, plus all applicable excise taxes. (ii) In the event of any dispute as to whether the Executive's employment was terminated by the Company for a reason other than for Cause or whether the Executive resigned for Good Reason, the Executive shall continue to be entitled provided with the health insurance benefits provided by the Company during the arbitration proceedings provided for in Section 8 below. Further, any monies which would be payable to receivethe Executive pursuant to this Section 6(b) if the Executive were to prevail in such arbitration proceedings shall be deposited promptly into interest bearing escrow accounts to be established by the Company in the name of the American Arbitration Association, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executiveas trustee, in a single lump sum payment within sixty federally insured depository institution (60other than the Company or any affiliated entity) days following for such purpose, and the termination dateaccounts shall be established at separate institutions in amounts such that the principal plus interest anticipated to accrue during the course of arbitration proceedings shall not exceed the limit of federal insurance applicable to each such account. The total of the escrowed amounts, (A) any Annual Bonus (to together with the extent not already paid) thataccrued interest thereon, had he remained employed, would otherwise have been shall be paid to the Executive for any fiscal year or revert to the Company, as the case may be, in accordance with the final resolution 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 dispute pursuant 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateSection 8.

Termination Without Cause; Resignation for Good Reason. The Company (a) Employer may terminate the Executive’s employment under this Section 2.1 at any time without Cause (as defined in Section 2.7(d)) upon thirty not less than ninety (3090) days’ advance prior written noticenotice to Executive; provided, however, that, in the Company event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may relieve the terminate Executive’s employment under this Section 2.1 by voluntarily resigning for Good Reason (as defined in Section 2.7(i)). Executive from performing any duties and pay the Executive his Base Salary shall give Employer not less than thirty (if any30) in lieu of days prior written notice for all or part of such thirty resignation, which notice must be given within ninety (30)-day 90) days after the cure period for correcting the event or condition constituting Good Reason has expired without Employer curing the event or condition resulting in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon Further, Executive’s employment shall be considered to have been terminated under this Section 2.1 if, after Employer has provided notice of intent not to renew as provided in Section 1.1, Executive’s employment terminates on the last day of the Employment Period. This Section 2.1 shall not apply if Executive’s employment is terminated by Executive without Good Reason or on account of retirement (see Section 2.2), or as a result of Executive’s Disability (as defined in Section 2.7(h)) or death (see Section 2.3), or by Employer for Cause (see Section 2.4). Any termination by the Company Employer of Executive’s employment that is not a termination under Section 2.3 or Section 2.4 shall be considered a termination by Employer without Cause or resignation by under this Section 2.1. (b) Upon any termination of Executive’s employment under this Section 2.1, no further payments and benefits shall be due under Section 1 of this Agreement after the Executive for Good Reasonend of the Employment Period and, if the Executive executes and does not timely revoke a written the Release (as defined belowin Section 2.7(j)), then after Executive’s Date of Termination (as defined in Section 2.7(g)) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu receive all of any payments under any severance plan or program for employees or executives, the following: (i) Employer shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier (as defined in Section 2.7(b)) multiplied by the sum of (1) The Company will pay Executive’s Base Salary at the rate in effect on Executive’s Date of Termination or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, plus (2) Executive’s Target Incentive Bonus (as defined in a single lump sum payment Section 2.7(k)), payable within sixty ten (6010) days following after Executive’s Date of Termination. (ii) Executive shall receive all Accrued Compensation (as defined in Section 2.7(a)). (iii) During the termination dateContinuation Period (as defined in Section 2.7(f)), Employer shall provide to Executive continued coverage under the retirement, life insurance, long-term disability, medical, dental and other group health benefits and plans in effect for senior level executives of Employer (Aor substantially comparable coverage) any Annual Bonus (for Executive and, where applicable, Executive’s spouse, dependents and beneficiaries, at the same contribution or premium rate as may be charged from time to the extent not already paid) thattime for active employees of Employer generally, as if Executive had he remained employedcontinued in employment during such period. As an alternative, would otherwise have been paid Employer may elect to the pay Executive for any fiscal year cash in lieu of the Company that was completed on such contributions 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 coverage in an amount equal to Executive’s after-tax cost of obtaining comparable coverage, so long as such payments are permitted without adverse tax effect to Executive under section 409A of the product Internal Revenue Code of (x) the target Annual Bonus multiplied by (y) a fraction1986, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 as amended, (the “Pro Rata BonusCode”); and. The COBRA health care continuation coverage period under section 4980B of the Code, or any replacement or successor provision of United States tax law, shall, if permitted by law and applicable plan terms, commence immediately after the Continuation Period. (2iv) The Company will pay SunGard shall provide a release substantially in the Executive an amount (form attached hereto as Exhibit D. If SunGard does not provide the “Severance Payment”) equal release required pursuant to the sum of (Athis Section 2.1(b)(v), the Public Offering Bonus Release shall be null, void and without effect, and Executive shall still receive all of the payments and benefits described in subsections (i) through (iv) above. (v) Executive’s right to receive and retain any of the payments or benefits under Sections 2.1(b)(i) and (iii) is expressly contingent upon Executive’s full compliance with Section 5 hereof. (c) Upon any termination of Executive’s employment under this Section 2.1, unless Section 2.1(b)(v) applies, if Executive does not execute the Release or if Executive revokes the Release, then (i) Executive shall not be entitled to the extent not already paid, regardless compensation and benefits provided for in subsection (b) of whether there has been a Public Offering or six months have passed after the Effective Date)this Section 2.1, (Bii) the after Executive’s Base Salary in effect on the date Date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fractionTermination, the numerator of which no further payments and benefits shall be the number due under Section 1 of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365this Agreement, and (Ciii) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination datereceive all Accrued Compensation.

Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate the Executive’s employment with the Company at any time without Cause. Further, Executive may resign his employment at any time without Cause upon thirty for Good Reason (30as defined below). (ii) days’ advance written notice; provided, however, In the event Executive’s employment with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause (other than as a result of Executive’s death or resignation by the disability), or Executive resigns his employment for Good Reason, if in either case prior to the Executive executes and does not timely revoke thirty (30)-day period prior to the closing of a written Release Change of Control (as defined below) in accordance or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Paragraph 7 (“Conditions to Receipt of Severance, Special Cash Payments and Accelerated Vesting”) and Executive’s continued compliance with the terms of such Releasethis Agreement (including the Confidentiality Agreement), the Company shall provide Executive shall be entitled to receive, in lieu of any payments under any with the following severance plan or program for employees or executives, the followingbenefits: (1a) The Company will shall 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 fractionas severance, the numerator equivalent of which shall be the number three (3) months of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on as of the date of termination Executive’s employment termination, subject to standard payroll deductions and withholdings (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall “Severance”). The Severance will be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment payable paid in a lump sum payment on the sixtieth (60th) day following Executive’s Separation from Service, provided the Separation Agreement (as discussed in Paragraph 7) has become effective. (iii) If the Company terminates Executive’s employment with the Company without Cause (other than as a result of Executive’s death or disability), or Executive resigns his employment for Good Reason, in either case within sixty thirty (6030) days prior to or twelve (12) months following the termination date closing of a Change of Control, then in addition to the Severance, the Company shall accelerate the vesting of all outstanding unvested equity awards granted to Executive, including but not limited to the Option, such that one hundred percent (100%) of such equity awards shall be deemed immediately vested and exercisable (if applicable) as of Executive’s last day of employment (the remaining “Change of Control Accelerated Vesting”). (iv) If Executive’s employment with the Company terminates as a result of Executive’s death or disability, the Company shall accelerate the vesting of fifty percent (50% %) of the Severance Payment outstanding then-unvested equity awards granted to Executive, including but not limited to the Option, as of Executive’s last day of employment (the “Unforeseen Events Accelerated Vesting,” and either the Change of Control Accelerated Vesting or the Unforeseen Events Acceleration, the “Accelerated Vesting”), it being acknowledged and agreed that, other than the Unforeseen Events Accelerated Vesting, Executive shall not be paid within fifteen entitled to any Severance, COBRA Premiums (15or Special Cash Payments) days following if Executive’s employment with the one-year anniversary Company terminates as a result of the termination dateExecutive’s death or disability.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive incurs a “Separation from Service” within the meaning of Section 409A of the Code and the Regulations thereunder, by reason of the Company’s termination of the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; providedCause, however, the Company may relieve or if the Executive resigns from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or hereunder for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1A) The Company will pay An amount equal to the Other Accrued Compensation and Benefits; (B) One year’s Base Salary at the rate then in effect, and one year’s target bonus at the rate then if effect, payable in equal installments pursuant to the Company’s normal payroll practices and subject to all legally required and customary withholdings for the twelve (12) month following termination; and (C) Monthly payments to the Executive equal to the full premium amount (determined as of the date of termination) for continued coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”) for the Executive, and, to the extent that the Executive is providing coverage for his spouse or eligible dependents as of the termination date, for such individuals; provided, however, that the Company’s obligation to pay such premiums shall cease immediately upon the earlier of (i) the passage of eighteen (18) months (ii) the expiration of the statutory COBRA period and (iii) the date the Executive becomes eligible for coverage under any other group health plan (as an employee or otherwise) or Medicare. Notwithstanding the foregoing, if the Company terminates the Executive’s employment without Cause, the Company shall provide the Executive with no less than ninety (90) days’ written notice or payment of three (3) months Base Salary in a single lump sum payment lieu of ninety (90) days’ written notice, which shall be in addition to payments described under this Section 5(b)(i). (ii) Unless otherwise provided herein, all payments and benefits provided under this Section 5(b) shall commence on the first payroll date following the 60th day after the Executive’s termination of employment. The Company shall not be required to make the payments and provide the benefits provided for under this Section 5(b)(i)(A), (B) or (C) unless the Executive executes and delivers to the Company, within sixty (60) days following the Executive’s termination dateof employment, a release substantially in the form attached hereto as Exhibit A, and the release has become effective and irrevocable in its entirety in such 60-day period. The Executive’s failure or refusal to sign the release (Aor the Executive’s revocation of such release in accordance with applicable laws) any Annual Bonus (to will result in the extent not already paid) that, had he remained employed, would otherwise have been paid to the Executive for any fiscal year forfeiture of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) payments 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Datebenefits under this Section 5(b)(i)(A), (B) or (C). To the extent any amount payable under this Section 5 is deferred compensation subject to the Code, if the period during which the Executive has discretion to execute or revoke the general release of claims straddles two of the Executive’s Base Salary taxable years, then the Company shall make the severance payments starting in effect the second of such taxable years, regardless of which taxable year the Executive actually deliver the executed general release of claims to the Company. The Executive may not, directly or indirectly, designate the calendar year or timing of payments. This Section 5(b)(ii) shall expressly not apply to payments made on account of a Change in Control, pursuant to Section 5(b)(iv) hereof. (iii) If, following a termination of employment without Cause or a resignation for Good Reason, the Executive breaches the provisions of Sections 6 through 10 hereof or breaches any provision set forth in the executed copy of the general release of claims, the Executive shall not be eligible, as of the date of termination such breach, for the payments and benefits described in Section 5(b)(i)(A), (without giving effect to any reduction in Base Salary that constitutes Good ReasonB) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date or (up to a maximum of 365 days) and the denominator of which shall be 365C), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease. This Section 5(b)(iii) shall expressly not apply to payments made on account of a Change in Control, pursuant to Section 5(b)(iv) hereof. (Civ) If the target Annual Bonus for the year Company undergoes a Change in which Control, and within 24 months of such Change in Control the Executive is terminatedterminated without Cause or resigns for Good Reason, multiplied by a fractionthen the Executive shall be entitled to all payments set forth in this Paragraph 5(b) except that: (A) Instead of the one year’s Base Salary and target bonus referred to in Section 5(b)(i)(B), the numerator of which Executive shall be eligible for two year’s Base Salary and two years’ target bonus. (B) Instead of the number of days remaining until the Term End Date (up amounts specified in Section 5(b)(iv)(A) being made in monthly payments as referred to a maximum of 365 days) and the denominator of which in Section 5(b)(i)(C), they shall be 365, with 50% of the Severance Payment payable paid in a lump sum payment on the date the Executive incurs a Separation from Service within sixty (60) days following the termination date meaning of Section 409A of the Code and the remaining 50% Regulations thereunder, or on such later date required under Section 409A of the Severance Payment Code and the Regulations thereunder. (C) In the event that it is determined that any payment or distribution of any type to or for the benefit of an Executive made by the Company, by any of its Affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of any equity compensation plan, this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax (the “Excise Tax”), then, notwithstanding any other provision of this Agreement or any equity compensation plan to the contrary, any right of the Executive to any payment or benefit under this Agreement or any such equity compensation plan shall be reduced or eliminated, but only to the extent necessary to avoid imposition of the Excise Tax. In no case, however, shall such cutback be made if Total Payments after the imposition of the Excise Tax are greater than Total Payments cut back as provided in this Section 5(b)(iv) to avoid the Excise Tax. (D) In the event that a cutback of Total Payments is permitted under Section 5(b)(iv)(C), and except as required by Code Section 409A or to the extent that Code 409A permits discretion, the Compensation Committee shall have the right, in the Compensation Committee’s sole discretion, to designate those rights, payments, or benefits and all other agreements that should be reduced or eliminated so as to provide the Executive with the maximum pre-tax amount which avoids imposition of the Excise Tax. For example, the Compensation Committee may choose to cut back cash severance, if that would yield a higher pre-tax amount than cutting back equity. Notwithstanding the foregoing, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A the Compensation Committee shall instead accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be paid within fifteen (15) days following made furthest in the one-year anniversary future being reduced first), then by reducing or eliminating any accelerated vesting of the termination dateoptions or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or restricted stock units.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by if the Executive should resign for Good Reason, if prior to the Executive executes and does not timely revoke a written Release (as defined below) in accordance with expiration of the terms of such ReleaseTerm, the Executive she shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination, in lieu payable within 30 days following termination and (subject to the Executive’s execution and delivery of a general release of all claims against the Affiliated Companies and the expiration of any payments under any severance plan or program for employees or executivesrelease revocation period, which release shall be consistent with the following: terms of this Agreement and in form reasonably acceptable to the Company (1) The Company will pay the Executive“Release”), in a single lump sum payment within sixty (60) calendar days following termination of employment), continued payment of the Executive’s then-current Salary for a period of eighteen (18) months (the “Continuation Period”), payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) calendar day following termination dateof employment and shall include payment of any amounts that would otherwise be due prior thereto; (B) at the time of, on the terms of, and otherwise consistent with payments to similarly-situated executives, (Ax) any Annual Bonus (to earned but not yet paid in respect of any calendar year preceding 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 in which such termination or before the date of termination (the “Prior Year Bonus”) resignation occurs and (By) an Annual Bonus for the calendar year in which the Executive’s termination of employment or resignation occurs equal to a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the Executive’s target Annual Bonus multiplied by (y) a fractionBonus, if any, for such year, determined on the numerator basis of which shall be the number of days elapsed in such year through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on termination of employment or resignation, provided, however, that if the date Executive’s employment is terminated during the first three months of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fractionfiscal year, the numerator of which no such bonus shall be the number of days remaining until the Term End Date (up payable with respect to a maximum of 365 days) and the denominator of which shall be 365, that fiscal year; and (C) any unreimbursed expenses. Except to the target Annual Bonus for extent required pursuant to Section 22 hereof, during the year in which Continuation Period, Salary payments to the Executive is terminated, multiplied by a fraction, the numerator of which shall be payable in accordance with the number customary payroll practices of days remaining until the Term End Date (up Company. Subject to a maximum the Executive’s execution and delivery of 365 days) the Release and the denominator expiration of which shall be 365, with 50% of the Severance Payment payable in a lump sum payment any release revocation period within sixty (60) calendar days following termination of employment, the termination date Executive (and those eligible dependents who were participants in the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary 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, is no less than the aggregate value of the compensation or benefits that the Executive would have received under such plan or program had she been eligible to participate therein or had such plan or program continued to be maintained by the Company. (ii) Except as may be provided under the terms of any applicable grants to the Executive under the LTIP, Section 18, any plan or arrangement in which the Executive participates, or as may be otherwise required by applicable law (including, without limitation, the provisions of Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”)), the 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 her pursuant to this Section 7(b) or other benefits to which she is entitled pursuant hereto, except as provided in the immediately preceding paragraph. Notwithstanding anything to the contrary in this Agreement, the right of the Executive to receive payments provided for in this Section 7(b) shall be subject to Section 8 of this Agreement. (iii) The date of termination of employment by the Company pursuant to this Section 7(b) shall be the date specified in the written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the Executive of the written notice of termination from the Company. The date of a resignation by the Executive pursuant to this Section 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company which, in the case of a proposed resignation to which the 30-day cure period provided for in subsection 7(a)(iii) above applies shall be no less than 31 days after the delivery of such notice to the Company; and in the case of a proposed resignation to which the 30-day cure period does not apply and in which no date is specified therein, the date of resignation shall be ten (10) business days after receipt by the Company of the written notice of resignation from the Executive.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If during the term of this Agreement, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), or (C)(y)(2) to the extent at any time without Cause upon thirty following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (30b) days’ advance written notice; providedand (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, howeverthen 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 may relieve at the time of the termination, resignation 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 hereof for the Continuation Period less any portion thereof in which the Executive from performing has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive’s employment immediately upon the date of termination or discontinuation of any duties such plan, and pay (C)(z) to have all stock options which have been granted to the Executive his Base Salary to immediately become fully exercisable and to remain exercisable for a period of three (if any3) in lieu of notice for all or part of such thirty (30)-day period in months after the Company’s discretion. The Executive may initiate a employment termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) date in accordance with the terms of the Plans and the relevant stock option agreement, provided, however, that if the provisions of Section 5(c) are applicable to such Releasetermination or resignation of employment, the Executive Executive’s rights shall be entitled to receive, in lieu governed by Section 5(c). The subsequent disability or obtaining of any payments under any severance plan or program for employees or executives, the following: (1) 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 new position by the Executive for any fiscal year does not mitigate or cease the obligations 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateunder this paragraph.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause Cause, or resignation by if the Executive resigns from his employment hereunder for Good Reason, if the Company shall pay 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) any Annual Bonus (a lump sum cash payment equal 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 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus his bonus for the year in which the Executive is terminatedtermination of employment occurs, multiplied by a fraction, the numerator of which shall be paid on the number date such bonus would have been payable to the Executive had he remained employed by the Company; (B) an amount equal to the greater of days remaining until the Term End Date Executive’s Base Salary (up to at the rate in effect on the date the Executive’s employment is terminated) for (x) the remainder of the term or (y) a maximum one-year period following the Executive’s termination of 365 days) and the denominator of employment as described in this Section 4(b), which shall be 365paid over the period described below; and (C) the Other Accrued Compensation and Benefits. The severance pay described in subsection (B) shall be paid in substantially equal installments (based on the Company’s normal payroll practices) over the six-month period following termination of employment, with 50% commencing within 30 days after the termination date; provided, however, that to the extent that any portion of the Severance Payment severance pay exceeds the Section 409A “separation pay exception” amount described in Section 22 below and would otherwise be payable after March 15 following the calendar year in which the termination of employment occurs, such portion shall instead be paid in a lump sum payment within sixty (60) days between March 1 and March 15 following the calendar year in which the termination date of employment occurs. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination or resignation of employment. (ii) The Company shall not be required to make the payments and provide the benefits provided for under Section 4(b)(i) (including the Other Accrued Compensation and Benefits), unless the Executive executes and delivers to the Company, a release substantially in the form used by the Company at the time of the Executive’s termination of employment and the remaining 50% release has become effective and irrevocable in its entirety. (iii) If, following a termination of employment without Cause or a resignation for Good Reason, the Executive breaches the provisions of Section 5 or 7 hereof, the Executive shall not be eligible, as of the Severance Payment to be paid within fifteen (15) days following date of such breach, for the one-year anniversary payments and benefits described in Section 4(b)(i), and any and all obligations and agreements of the termination dateCompany with respect to such payments shall thereupon cease.

Termination Without Cause; Resignation for Good Reason. The Company may (a) Notwithstanding the provisions of Section 1 of this Agreement, the Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive’s 's employment under this Agreement at any time without Cause upon in any lawful manner by giving not less than thirty (30) days’ advance days written notice; provided, however, the Company may relieve notice to the Executive from performing any duties and pay ("Notice of Termination"), which notice shall indicate the Executive his Base Salary (if anyspecific provision(s) in lieu of notice this Agreement relied upon for all or part of such thirty (30)-day period in the Company’s discretiontermination. The Executive may initiate resign for Good Reason (as hereafter defined) at any time by giving not less than thirty (30) days written notice to the Corporation ("Notice of Resignation"), which notice shall indicate the specific provision(s) in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a termination of employment by resigning without Cause or basis for a resignation for Good Reason. Upon termination by In the Company event the Corporation terminates the Executive's employment without Cause or resignation by the Executive resigns for Good Reason, if and, in either such event, the Executive executes offers in writing to continue to provide the services contemplated by and does not timely revoke a written Release (as defined below) in accordance with on the terms of this Agreement and such Releaseoffer is not accepted by the Corporation unconditionally in writing within five (5) days thereafter, then the Executive shall be entitled to receiveliquidated damages, subject in the case of the Executive's resignation for Good Reason, to the provisions of Section 7(d) of this Agreement, as follows: (i) The Executive shall be paid a lump sum cash payment by the Corporation, within thirty-five (35) days after a Notice of Termination is given by the Corporation to the Executive pursuant to this Section 7(a) of the Agreement, (unless such payment is subject to the limitations set forth in Section 409A of the Internal Revenue Code, in lieu which case such payment shall be made 185 days after the date of termination) in an amount equal to 1.0 times the total cash compensation (including bonus) paid or payable to the Executive during the twelve (12) full consecutive months immediately preceding the effective date of the Executive's termination of employment; and (ii) The Corporation shall maintain in full force and effect for the continued benefit of the Executive for twelve (12) months following the effective date of the Executive's termination or resignation (the "Liquidated Damage Period"), as the case may be, at no cost to the Executive, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to such termination as described in Section 4(a) of this Agreement (other than stock-based compensation plans of the Corporation or CFC), provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any payments under any severance such plan or program for employees or executivesis barred, the following:Corporation shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and programs. (1i) The Company will pay In the Executive, in a single lump sum payment within sixty (60event that the Executive becomes entitled to liquidated damages pursuant to Section 7(a) days following the termination dateabove, (A) any Annual Bonus the Corporation's obligations under Section 7(a)(i) above with respect to cash damages shall be reduced by the amount of the Executive's cash income, if any, earned from providing personal services during the Liquidated Damage Period; and (B) the Corporation's obligation to maintain the benefits described under Section 7(a)(ii) above shall be reduced to the extent not already paid) thatextent, had he remained employedif any, would otherwise have been that the Executive receives such benefits, on no less favorable terms, from another employer during the Liquidated Damage Period. For purposes of this Section 7(b), the term "cash income" shall include amounts of salary, wages, bonuses, incentive compensation and fees paid to the Executive for any fiscal year in cash but shall not include shares of stock, stock options, stock appreciation rights or other earned income not paid to the Executive in cash. To the extent the provisions of this Section 7(b) are applicable and an overpayment has been made to the Executive as of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) and (B) a pro rata portion expiration of the Annual Bonus for Liquidated Damage Period, the partial fiscal year in which Executive shall reimburse the date of termination occurs Corporation in an amount equal to the product after tax benefit realized by the Executive from such overpayment (i.e. amount realized net of (x) all federal, state, local, employment and medicare taxes). In making the target Annual Bonus multiplied by (y) a fraction, the numerator of which reimbursement calculation it shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary presumed that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminatedsubject to the highest marginal federal and state income tax rates. (ii) The Executive agrees that in the event he becomes entitled to liquidated damages pursuant to Section 7(a) above, multiplied by a fractionthroughout the Liquidated Damage Period, he shall promptly inform the Corporation of the nature and amounts of cash income and the type of health benefits and coverage which he earns or receives from providing personal services, and shall provide such documentation of such cash income and such health benefits and coverage as the Corporation may request. In the event of changes to such cash income or such health benefits or coverage from time to time, the numerator Executive shall inform the Corporation of which such changes, in each case within five days after the change occurs, and shall be provide such documentation concerning the number change as the Corporation may request. (c) For purposes of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which this Agreement, "Good Reason" shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.mean:

Termination Without Cause; Resignation for Good Reason. The Company may terminate (a) In the event of an early termination of this Agreement that is due to the Executive’s employment at any time Involuntary Separation from Service without Cause upon thirty (30) days’ advance written notice; providedCause, howeveror due to the Executive’s resignation for Good Reason, the Company may relieve Executive, contingent upon his timely execution and return of the Executive from performing any duties Release, shall be entitled to the payments and benefits described in clauses (i)-(iii) immediately below. (i) Subject to Section 9.2 below, during the remainder of the Employment Period, the Corporation shall continue to pay the Executive his Base Salary except that, if the Termination occurs at a time when the remainder of the Employment Period is less than 12 months, the Corporation shall, 65 days after such Termination, pay the Executive a lump sum amount equal to 100% of the Executive’s annual Base Salary; (if anyii) A cash bonus in lieu an amount based on the extent of notice for all or part achievement of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by performance goals set forth at Section 4.2 above during the Company without Cause or resignation months worked by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminatedExecutive’s Termination occurred, multiplied by a fraction, the numerator of which provided that any such determination shall be made by the number Board in accordance with the procedures set forth in Section 4.2 above and following the close of days remaining until the Term End Date performance year in which the Executive’s Termination occurred and no later than March 10 of the year immediately following such performance year, with any payment to the Executive to be made no later than March 15 of the year immediately following the calendar year in which he is Terminated, provided that, should the Executive be Terminated without Cause or resign for Good Reason after the completion of a calendar year but before his bonus under Section 4.2 above has been paid, any bonus that he earned under Section 4.2 above will be paid to him just as it would have but for his Termination without Cause or resignation for Good Reason; and (up to a maximum of 365 daysiii) All rights which have accrued under the WGI 1996 Stock Plan and the denominator WGI 2010 Stock Plan as of which the time of the Termination and all of the outstanding WGI stock options, restricted stock awards and other equity-based awards granted by the Corporation or WGI to the Executive shall become fully vested and, to the extent allowed by law, immediately exercisable in full on the date of the Executive’s Involuntary Separation from Service, and any unvested cash awards shall be 365paid to him within the applicable Short-Term Deferral Period, except that any acceleration of vesting, change in the date of initial exercisability, or payment made under this Section 7.1 (a) (iii) must comply with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateSection 9.2 below.

Termination Without Cause; Resignation for Good Reason. (a) The Company may Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive’s 's employment under this Agreement at any time without Cause upon in any lawful manner by giving not less than thirty (30) days’ advance days written notice; provided, however, notice to the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretionExecutive. The Executive may initiate a termination of resign for Good Reason (as hereafter defined) at any time by giving not less than thirty (30) days written notice to the Corporation. If the Corporation terminates the Executive's employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive resigns for Good Reason, if the Executive executes and does not timely revoke a written Release then in either event: (as defined belowi) in accordance with the terms of such Release, the The Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in paid a single lump sum payment within sixty thirty (6030) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) her employment terminates equal to the sum of (A), ) her salary through the Public Offering Bonus (to the extent not already paid, regardless date of whether there has been a Public Offering or six months have passed after the Effective Date)termination, (B) the any bonus earned by Executive’s Base Salary in effect , but not paid on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365her employment terminates, and (C) an amount equal to the target Annual Bonus for the year in which last bonus paid to the Executive is terminatedbefore her employment terminates, multiplied by a fraction, the numerator of which shall be is the number of days remaining until that elapse between January 1 of the Term End Date (up to a maximum of 365 days) 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 365paid for the remainder of the then current term of this Agreement, 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; (iii) 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 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 50benefits 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 the Severance Payment payable Executive's annual base salary in a lump sum payment within sixty (60) days following effect immediately prior to the termination date of her employment of professional services rendered to Executive within six months following termination of her employment, as and the remaining 50% when such costs are incurred. (b) For purposes of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date.this Agreement, "Good Reason" shall mean:

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, the Company may relieve the Executive from performing any duties and pay the Executive his her Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 she 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and; (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to one times the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date plus (up to a maximum of 365 days) and the denominator of which shall be 365, and (CB) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date; (3) All outstanding Equity Awards granted to the Executive pursuant to Section 2(c) above, shall be subject to any applicable accelerated or continuing vesting provisions set forth in the applicable Grant Instruments (as defined in the Equity Plan); and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”).

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment without Cause, or as a result of his resignation for Good Reason (as defined in Section 5), then the Executive shall receive the Other Accrued Compensation and Benefits and, subject to Section 4(f): (A) the Company shall continue to pay the Executive the Base Salary and Automobile Payment (at any the rate in effect on the date of termination) in accordance with the Company’s ordinary payroll practices in effect from time to time for the a period equal to the greater of (A) eighteen (18) months and (B) the remainder of the Term, with payments commencing on the 60th day following the Executive’s Separation from Service (the “Severance Period”); (B) the Company shall provide the Executive with a cash amount equal to the Target Bonus, pro-rated based on the number of calendar days remaining in the year in which the Executive’s employment is terminated without Cause upon thirty (30) days’ advance written noticeor the Executive resigns for Good Reason, and a cash amount equal to the Target Bonus for each full year remaining during the Term, with payment to be made on January 15th of the year following the year to which the Target Bonus relates; provided, however, that in no event will payment commence prior to the 60th day following the Executive’s Separation from Service; (C) the Company may relieve shall provide the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period eligible dependents with continued participation in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release group medical plans applicable to other senior executives (as defined belowin effect from time to time) in accordance with during the terms of such Release, the Executive shall be entitled to receiveSeverance Period or, in lieu the event such participation is not permitted, a cash payment equal to the value of any payments under any severance plan or program for employees or executivesthe benefit continuation, the following: (1) The Company will pay the Executive, payable in a single lump sum payment within three semi-annual installments beginning sixty (60) days following the Executive’s Separation from Service. The Executive shall continue to be obligated to pay his share of premiums, deductibles and co-payments which may be deducted from the payment made pursuant to this Section 4(c)(i)(C) in the same manner as if the Executive was actively employed. In the event that the Executive obtains subsequent employment and is eligible to participate in the group medical plans of his new employer, the Executive agrees to notify the Company promptly, and any coverage provided under the Company’s group medical plans shall terminate when coverage under the new employer’s medical plans become effective. (D) Options and RSUs that have not yet been granted or have not yet vested shall be treated as follows: 1. If the termination date, (A) any Annual Bonus (without Cause or resignation for Good Reason occurs prior to the extent not already paid2020 grant, the entire 2020 grant (Options and RSUs) that, had he remained employed, would otherwise have been paid is forfeited; 2. If the termination without Cause or resignation for Good Reason occurs prior 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 fraction2019 grant, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs 2019 Option grant is forfeited and the denominator of which ▇▇▇▇ ▇▇▇ grant is granted with immediate vesting; 3. Except as set forth above, all Unvested Equity Awards following a termination without Cause or resignation for Good Reason survive and shall be 365 (the “Pro Rata Bonus”)vest immediately; and 4. The Executive will have 12 months after a termination without Cause or resignation for Good Reason to exercise vested Options. (2ii) The Company will pay Except as otherwise provided herein, the Executive an amount (the “Severance Payment”) equal shall have no further right to the sum receive any other compensation or benefits after such termination of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering employment without Cause or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes resignation for Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. The Company may terminate In the event that the Employer terminates the Executive’s employment at any time hereunder during the Term without Cause upon thirty (30) days’ advance written notice; provided, however, the Company may relieve “Cause” or the Executive from performing any duties and pay resigns for “Good Reason”, then the Executive his Base Salary shall be entitled to no compensation or other benefits of any kind whatsoever, other than: (if anyi) the Accrued Obligations; (ii) the Severance Amount (defined below), which Severance Amount shall be payable, subject to Section 16, in lieu of notice for all or part of such thirty equal installments over the Severance Period (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms Employer’s normal payroll practices, commencing on the first regular pay date of such Release, the Employer that occurs after the Termination Date; (iii) the Executive's stock options and/or restricted shares granted to the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, during the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) any Annual Bonus Term (to the extent not already paid) thatfully vested as of the Termination Date), had he remained employedshall become fully vested as of the Termination Date, would otherwise have been paid to and 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 permitted to exercise such options for up to twelve months following the number of days elapsed through Termination Date (unless otherwise agreed to by the date of termination Executive and the Employer in the fiscal year in which the date case of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering any stock options or six months have passed restricted shares granted after the Effective Date); and (iv) if the Executive elects COBRA Coverage following the Termination Date, the Employer shall waive the cost of such coverage (for the Executive and his eligible dependents) during the Severance Period (or such earlier date that COBRA coverage expires). For the avoidance of doubt, nothing in clause (iii) of this Section 5(b) shall apply to the Earnout Shares or the Escrow Shares (each as defined in the SPA). If the Executive resigns for Good Reason prior to the expiration of the Second Earnout Period (as defined in the SPA), then, notwithstanding anything in the SPA to the contrary, the Employer’s obligation to pay the Earnout Consideration on the Separation Date (as each such term is defined in the SPA) pursuant to Section 2.5(r) of the SPA shall be suspended if the Employer disputes in good faith the existence of Good Reason, by delivering a detailed written notice of the basis of such dispute to the Executive within five (5) days after the Termination Date. The suspension shall, without further action, notice or deed, be lifted and the Earnout Consideration, together with accrued and unpaid interest thereon, shall be due and payable immediately upon the earliest to occur of (x) mutual written agreement of the Employer and the Executive, (By) a court of competent jurisdiction shall determine that the Executive’s Base Salary resignation was for Good Reason, or (z) a Default or an Event of Default (as each of those terms is defined in that certain Financing Agreement, of even date herewith, by and among the Employer, as borrower, the guarantors from time to time party thereto, the lenders party thereto and Victory Park Management, LLC, as agent, as in effect on the date hereof) shall have occurred (whether or not waived, cured or otherwise resolved). Interest shall accrue on the Earnout Consideration from and after the Termination Date, at the rate of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction10% per annum, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum date of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year its indefeasible payment in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination datefull.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) Except as set forth in Section 4(d), if prior to the expiration of the Term, the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by the Executive resigns from his employment hereunder 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 Company shall be entitled pay to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in within 15 business days of such termination or resignation, a single lump sum payment within sixty (60) days following the termination date, (A) any Annual Bonus (equal to the extent not already paidAccrued Amounts and a pro rata (based on the number of days employed in the year of termination or resignation) that, had he remained employed, would otherwise have been bonus for the fiscal year in which his termination or resignation occurs based on the average of the annual bonuses paid to the Executive for any fiscal year of the Company that was completed on or before two years immediately preceding the date of the Executive’s termination or resignation (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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Average Bonus”); and. The Executive shall also receive the following benefits: (2A) The Company will pay the Executive an amount (the “Severance Payment”) equal to Three times the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (Bi) the Executive’s his Base Salary (at the rate in effect on the date of the Executive’s termination or resignation) and (without giving effect to any reduction in Base Salary that constitutes Good Reasonii) multiplied by a fraction, the numerator of which Average Bonus. The payments shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment payable made in a lump sum cash payment within sixty 15 business days after such termination or resignation; (60B) days Continued participation under the Company’s medical insurance plans and programs as in effect for senior executive officers from time to time, for a period of three years following his termination or resignation of employment, or until such date as Executive becomes eligible to participate in the plans of a subsequent employer; and (C) Notwithstanding any provision in the applicable equity award plan or agreement, all unvested equity awards and deferred compensation held by the Executive as of his date of termination or resignation shall vest immediately and the date of such termination or resignation shall be considered the end of the measurement period and a valuation date under any Outperformance Compensation Program and any awards thereunder shall be settled in fully vested shares (collectively the “Accelerated Vesting”). Stock options (and equivalent awards) shall remain exercisable until the applicable expiration dates provided in the applicable plan and award agreement, and all other equity awards will settle and be paid as soon as reasonably practicable following the Executive’s termination date or resignation and in any event no later than 15 business days. The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination or resignation of employment. (ii) The Company shall not be required to make the remaining 50% payments and provide the benefits provided for under Section 4(b) (excluding the Accrued Amounts and pro rata Average Bonus), unless the Executive executes and delivers to the Company, a waiver and release in the form previously delivered to the Executive by the Company and such waiver and release becomes effective and irrevocable. (iii) If, following a termination of employment without Cause, the Executive materially breaches the provisions of Sections 6, 7, 8, 9, 11 and 12 hereof, the Executive shall no longer be eligible, as of the Severance Payment to be paid within fifteen (15) days following date of such breach, for the one-year anniversary payments and benefits described in Section 4(b), and any and all obligations and agreements of the termination dateCompany with respect to such payments shall thereupon cease.

Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate the Executive’s employment with the Company at any time without Cause upon thirty Cause. Further, Executive may resign at any time for Good Reason (30as defined below). (ii) days’ advance written notice; provided, however, In the event Executive’s employment with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause Cause, or resignation by the Executive resigns for Good Reason, if the Executive executes and does not timely revoke then provided such termination constitutes a written Release “separation from service” (as defined below) under Treasury Regulation Section 1.409A-l(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive satisfies the Release Requirement in accordance Section 7 herein, and remains in compliance with the terms of such Releasethis Agreement, the Company shall provide Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, with the followingfollowing “Severance Benefits”: (1a) The Company will pay the Executive, in Either (a) a single lump sum cash 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s annual Base Salary in effect on at the date time of employment termination (without giving effect to any reduction in Base Salary that constitutes would give Executive the right to resign for Good Reason), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings, (the “Lump Sum Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to Executive’s annual Base Salary (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason) multiplied by to be paid in substantially equal installments on a fractionmonthly basis during the nine (9) month period following the employment termination date (the “Monthly Installment Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the numerator Company may elect to make the Monthly Installment Payments in lieu of which shall be the Lump Sum Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). (b) Either (a) a lump sum cash payment in an amount equal to the average of the Annual Bonus payment Executive received from the Company during the last three years of employment completed prior to the year of the employment termination, pro rated based on the number of days remaining until Executive worked during the Term End fiscal year of the employment termination, divided by 365 (the “Severance Bonus Payment”), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings (the “Lump Sum Bonus Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum Bonus Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to Executive’s Severance Bonus Payment to be paid in substantially equal installments on a monthly basis during the nine (9) month period following the employment termination date (the “Monthly Installment Bonus Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Company may elect to make the Monthly Installment Bonus Payments in lieu of the Lump Sum Bonus Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Code. (c) If the Company has previously established a group health plan in which Executive participates prior to Executive’s termination and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of such COBRA premiums for himself and his covered dependants (on a monthly basis) for a period of up to twelve (12) months following the date of termination; provided, that, if and to the extent that any benefit described in this Section 6.2(ii)(c) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax consequences to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall pay Executive a maximum fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding premiums for a period of 365 daysup to twelve (12) and months following the denominator date of which termination; provided, further, that the COBRA payments or, if applicable, the taxable monthly payment discussed above, shall be 365, terminate on the earliest to occur of (A) the close of the 12-month period following the termination of Executive’s employment; (B) the expiration of Executive’s (or Executive’s dependents’) eligibility for continuation coverage under COBRA; and (C) the target date when Executive becomes eligible for group health insurance coverage in connection with new employment or self-employment. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(ii)(c), Executive must immediately provide written notice to the Company of such event, and the Company-provided COBRA payments, or if applicable, the monthly payments under this Section 6.2(ii)(c) shall immediately cease. (iii) Furthermore, in the event Executive’s employment with the Company is terminated by the Company pursuant to Section 6.2(ii), in either case, within three (3) months immediately preceding or twelve (12) months immediately following the consummation of a Change in Control (as defined below), in lieu of (and not additional to) the severance benefits described in Section 6.2(ii), and provided that Executive satisfies the Release Requirement in Section 7 herein and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following benefits (the “Change in Control Severance Benefits”). For the avoidance of doubt: (A) in no event will Executive be entitled to severance benefits under Section 6.2(ii) and this Section 6.2(iii), and (B) if the Company has commenced providing severance benefits to Executive under Section 6.2(ii) prior to the date that Executive becomes eligible to receive Change in Control Severance Benefits under this Section 6.2(iii), the benefits previously provided to Executive under Section 6.2(ii) of this Agreement shall reduce the severance benefits provided under this Section 6.2(iii): (a) Either (a) a lump sum cash payment equal to eighteen (18) months of Executive’s annual Base Salary at the time of employment termination (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings (the “Lump Sum CIC Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to eighteen (18) months of Executive’s annual Base Salary (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason) to be paid in substantially equal installments on a monthly basis during the nine (9) month period following the employment termination date, less applicable deductions and withholdings (the “Monthly CIC Installment Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Company may elect to make the Monthly CIC Installment Payments in lieu of the Lump Sum CIC Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Code. (b) Either (a) a lump sum cash payment in an amount equal to 150% of the average of the Annual Bonus for payment Executive received from the Company during the last three years of employment completed prior to the year in which of the Executive is terminatedemployment termination, multiplied by a fraction, the numerator of which shall be pro-rated based on the number of days remaining until Executive worked during the Term End fiscal year of the employment termination, divided by 365 (the “C/C Bonus Payment”), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings, (up the “Lump Sum CIC Bonus Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum CIC Bonus Payment at the time of employment termination due to a maximum lack of 365 days) and the denominator of which shall be 365sufficient operating funds, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance an amount equal to Executive’s CIC Bonus Payment to be paid within fifteen in substantially equal installments on a monthly basis during the nine (159) days month period following the one-year anniversary employment termination date, less applicable deductions and withholdings (the “Monthly CIC Installment Bonus Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Company may elect to make the Monthly CIC Installment Bonus Payments in lieu of the Lump Sum CIC Bonus Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Code. (c) If the Company has previously established a group health plan in which Executive participates prior to Executive’s termination and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of such COBRA premiums for himself and his covered dependants (on a monthly basis) for a period of up to twelve (12) months following the date of termination; provided, that, if and to the extent that any benefit described in this Section 6.2(ii)(c) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax consequences to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall pay Executive a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding premiums for a period of up to twelve (12) months following the date of termination; provided, further, that the COBRA payments or, if applicable, the monthly payment discussed above, shall terminate on the earliest to occur of (A) the close of the 12-month period following the termination of Executive’s employment; (B) the expiration of Executive’s (or Executive’s dependents’) eligibility for continuation coverage under COBRA; and (C) the date when Executive becomes eligible for group health insurance coverage in connection with new employment or self-employment. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(iii)(c), Executive must immediately provide written notice to the Company of such event, and the Company- provided COBRA payments, or if applicable, the monthly payments under this Section 6.2(iii)(c) shall immediately cease. (d) Notwithstanding anything to the contrary set forth in the Company’s Share Option Plan or form of award agreement, effective as of Executive’s employment termination date, the vesting and exercisability of all then outstanding unvested stock options, restricted shares or other equity awards then held by Executive shall accelerate such that all shares become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, the Company may relieve the Subject to Executive from performing any duties signing and pay the Executive his Base Salary (if any) in lieu not revoking a separation agreement and release of notice for all or part of such thirty (30)-day period known and unknown claims in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination form provided by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes (including nondisparagement and does not timely revoke a written Release (as defined belowno cooperation provisions) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 BonusRelease”) 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 in the fiscal year in which the date of termination occurs provided that such Release becomes effective and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment payable in a lump sum payment within irrevocable no later than sixty (60) days following the termination date and or such earlier date required by the remaining 50% release (the “Release Deadline”), if the Executive’s employment is terminated without Cause by the Corporation (except in the case of death or Disability), or Executive resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) continued payment of Executive’s Base Salary for a period equal to six (6) months following the termination date (ii) payment of two Quarterly Bonus payments to be made quarterly following the termination date; (iii) The Corporation will also continue the benefits under Section 4(d), except disability benefits coverage, for the Severance Period, if such benefits are available subject to the terms of the Severance Payment plans, or pay to be the Executive an amount equal to the Corporation’s contribution for these benefits. Disability benefits will cease immediately on the date of termination; (iv) any earned unpaid bonus for the fiscal year prior to the termination, payable at the same time other employees of the Corporation are paid within fifteen such bonus; (15v) days following a prorated amount of the one-year anniversary Quarterly Bonus for the calendar quarter in which the termination occurs based on the date of termination, payable at the same time other employees of the Corporation are paid such bonus; (vi) (a) any earned but unpaid Base Salary through the termination date, (b) accrued but unpaid vacation pay, and (c) reimbursement of expenses incurred through the termination date in accordance with Section 4(f) hereof; the whole, owing as at the termination date, payable in accordance with the laws of the state in which Executive works as of the termination date.date (the “Basic Payments”); and (vii) six (6) months’ accelerated vesting of the Stock Option, subject at all times to the terms of the ESOP. The Executive agrees that the foregoing payments in Section 7(b) represents the Executive’s complete entitlement to severance or other benefits in the event of the termination of Executive’s employment. Executive further acknowledges that if the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Section 7(b) or elsewhere in this Agreement For the purposes of this Agreement,

Termination Without Cause; Resignation for Good Reason. The Company may terminate If during the term of this Agreement, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the “Continuation Period”), or (C)(y)(2) to the extent at any time without Cause upon thirty following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (30b) days’ advance written notice; providedand (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, howeverthen 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 may relieve at the time of the termination, resignation 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 hereof for the Continuation Period less any portion thereof in which the Executive from performing has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive’s employment immediately upon the date of termination or discontinuation of any duties such plan, and pay (C)(z) to have all stock options which have been granted to the Executive his Base Salary to immediately become fully exercisable and to remain exercisable for a period of three (if any3) in lieu of notice for all or part of such thirty (30)-day period in months after the Company’s discretion. The Executive may initiate a employment termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) date in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 in the fiscal year in which the date of termination occurs Plans and the denominator relevant stock option agreement, provided, however, that if the provisions of which shall be 365 (the “Pro Rata Bonus”); and (2Section 5(c) The Company will pay the Executive an amount (the “Severance Payment”) equal are applicable to the sum such termination or resignation of (A)employment, the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which rights shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied governed by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateSection 5(c).

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by if the Executive resigns from his employment hereunder for Good Reason, if then in addition to the Executive executes and does not timely revoke a written Release (as defined below) amounts set forth in accordance with the terms of such ReleaseSection 6(a), the Executive shall be entitled to receive, in lieu of any the following payments under any severance plan or program for employees or executives(collectively, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, “Severance Payments”): (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 or resignation occurs in an amount equal to the product of calculated by multiplying (x) the target Annual Bonus multiplied for the year of termination (based and on the assumption that all performance targets have been or will be achieved) by (y) a fraction, the numerator of which shall be is the number of days elapsed through the date Executive was employed during the year of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 is 365; and (the “Pro Rata Bonus”); and (2B) The Company will pay the Executive an amount (the “Severance Payment”) a payment equal to the Applicable Multiple (as defined below) times the sum of (x) the Reference Salary, (y) the Reference Bonus and (z) the Reference Benefits Value (each as defined below). “Applicable Multiple” means (A) two, in the event the termination without Cause or resignation for Good Reason occurs prior to a Change in Control of the Company (as defined in Section 7(b)), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), and (B) three, in the event the termination without Cause or resignation for Good Reason occurs on or after a Change in Control of the Company; provided, however, that, if within six months prior to the date on which a Change in Control occurs, the Executive’s Base Salary employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason and it is reasonably demonstrated that such termination of employment without Cause or Good Reason event was in effect contemplation of the Change in Control, then the Applicable Multiple shall be three, but the Severance Payments then payable shall be reduced by any Severance Payments previously paid to the Executive under this Section 6(c) by the Company as a result of such termination or resignation of employment and any remaining portion of the Severance Payments shall be payable at the time contemplated by Section 6(c)(ii) or, if such date has already occurred, on the date of termination (without giving effect to any reduction the Change in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateControl.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If during the term of this Agreement, either (A) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 5(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5 (a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time without Cause upon thirty following termination of this Agreement and during the Continuation Period that the plans and arrangements described in clauses (30b) days’ advance written notice; providedand (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to continue participation are established in their place, howeverthen 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 cost to the Company may relieve at the time of the termination, resignation 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 hereof for the Continuation Period less any portion thereof in which the Executive from performing has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with subsection 5(b)(C)(y)(1) above; which payment shall be due following termination or resignation of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any duties such plan, and pay (C)(z) to have all stock options which have been granted to the Executive his Base Salary to immediately become fully exercisable and to remain exercisable for a period of three (if any3) in lieu of notice for all or part of such thirty (30)-day period in months after the Company’s discretion. The Executive may initiate a employment termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) date in accordance with the terms of the Plans and the relevant stock option agreement, provided, however, that if the provisions of Section 5(c) are applicable to such Releasetermination or resignation of employment, the Executive Executive's rights shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 governed by (y) a fraction, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”Section 5(c); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If the ExecutiveEmployee’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause (as defined in Section 4.3), or resignation by the Executive Employee’s voluntary resignation for Good ReasonReason (as defined in Section 4.2), other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 18 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the product of (i) one twelfth (1/12) of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Executive executes Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as in effect immediately before such material reduction took effect) and does not timely revoke a written Release (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with the Company’s payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and (b) the amount of any bonus for the prior year that was approved but not yet paid to the Employee at the time of the Employee’s termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in accordance a manner and timing consistent with the terms payments to other similarly situated employees and consistent with the requirements of such ReleaseSection 409A of the Internal Revenue Code of 1986, as amended, but in no event later than March 15 of the Executive shall be entitled to receiveyear following the year of performance; provided, in lieu of both cases, that the Severance Agreement has been executed and any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment applicable revocation period with respect thereto has expired 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 Employee’s date of termination (such 60th day, the “Prior Year BonusPayment Commencement Date”) and (B) a pro rata portion of ); provided, however, that if the Annual Bonus for 60th day following the partial fiscal year in which the Employee’s date of termination occurs in an amount equal to the product calendar year following the year of (x) termination, then the target Annual Bonus multiplied by (y) a fraction, the numerator of which Payment Commencement Date shall be no earlier than January 1 of the number year following the year of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)termination; and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate the Executive’s employment remove Executive at any time without Cause from the position in which Executive is employed hereunder upon thirty (30) days’ advance written noticenotice of termination to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretionshall be allowed to seek other employment. The In addition, Executive may initiate a termination of employment by resigning without Cause or under this Section 4(a) for Good Reason. Upon termination by Executive shall give the Company without Cause written notice of termination of such resignation. (ii) Upon any removal or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined belowdescribed in Section 4(a)(i) in accordance with the terms of such Releaseabove, the Executive shall 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 lieu effect immediately before the Executive’s separation from service (“Termination Annual Base Salary”). This twelve (12) month benefit shall accrue during the first twelve (12 months of any Executive’s employment. The Executive shall accrue one (1) month benefit for each month of employment up to twelve (12) months. Notwithstanding the foregoing, however, if as of the Executive’s removal or resignation described in Section 4(a)(i) above the Executive is a “specified employee” under Section 409A of the Code the Executive shall receive the severance payments under any severance plan or program for employees or executives, the followingspecified in this section (4)(a)(ii) as follows: (1) The Company will pay for the Executivefirst six months following his removal or resignation described in Section 4(a)(i) above, in a single lump sum payment within sixty Executive shall receive one sixth (601/6) 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 lesser of (i) six monthly payments of Executive’s Termination Annual Base Salary or (ii) the amount equal to two (2) times the maximum amount that was completed on or before the date of termination (the “Prior Year Bonus”may be taken into account under a qualified plan pursuant to Section 401(a)(17) and (B) a pro rata portion of the Annual Bonus Code, 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); andExecutive terminates employment; (2) The Company will pay upon the six (6) month anniversary of Executive’s removal or resignation described in Section 4(a)(i) above, Executive shall receive a lump sum payment equal to six (6) monthly payments of Executive’s Termination Annual Base Salary reduced by the amount Executive was paid under subsection 4(a)(ii)(1) above; (iii) Upon any removal or resignation described in Section 4(a)(i) above, the Executive an amount shall also receive: (the “Severance Payment”1) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus A pro rated bonus for the year in which the Executive is terminatedExecutive’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 shall be is the number of days remaining until during which the Term End Date (up to a maximum Executive was employed by the Company in the year of 365 days) his termination and the denominator of which is three hundred sixty five (365). Payment of the pro rated bonus shall be 365made to the Executive at the time the Company would have paid a bonus, with 50% 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 Severance Payment payable in a lump sum payment within sixty (60) days year following the termination date year of termination. (2) The Executive shall continue to receive the medical coverage and other health and welfare benefits in effect at the remaining 50% Date of Termination (or generally comparable coverage) 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. This twelve (12) month benefit shall accrue during the first twelve (12 months of Executive’s employment. The Executive shall accrue one (1) month benefit for each month of employment up to twelve (12) months. 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 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 Severance Payment plan pursuant to be paid within fifteen (15) days following which the one-year anniversary coverage is provided). The COBRA health care continuation coverage period under Section 4980B of the termination dateCode, as amended, shall run concurrently with the foregoing benefit period. (iv) Notwithstanding anything set forth herein to the contrary, in the event that Executive violates the provisions of Section 5(a) of this Agreement after his separation from service, the payments and benefits provided under this Section 4(a) shall cease and all obligations of the Company under this Section 4(a) shall terminate.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment without Cause, or as a result of his resignation for Good Reason (as defined in Section 5), then the Executive shall receive the Other Accrued Compensation and Benefits and, subject to Section 4(e) and, in the case of termination without Cause, subject also to Section 4(f): (A) the Company shall continue to pay the Executive the Base Salary and Automobile Payment (at any the rate in effect on the date of termination) in accordance with the Company’s ordinary payroll practices in effect from time to time for the a period equal to the greater of (A) eighteen (18) months and (B) the remainder of the Term, with payments commencing on the 60th day following the Executive’s Separation from Service (the “Severance Period”); (B) the Company shall provide the Executive with a cash amount equal to the Target Bonus for the year in which the Executive’s employment is terminated without Cause upon thirty (30) days’ advance written noticeor the Executive resigns for Good Reason and each full year remaining during the Term, with payment to be made on January 15th of the year following the year to which the Target Bonus relates; provided, however, that in no event will payment commence prior to the 60th day following the Executive’s Separation from Service; (C) the Company may relieve shall provide the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period eligible dependents with continued participation in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release group medical plans applicable to other senior executives (as defined belowin effect from time to time) in accordance with during the terms of such Release, the Executive shall be entitled to receiveSeverance Period or, in lieu the event such participation is not permitted, a cash payment equal to the value of any payments under any severance plan or program for employees or executivesthe benefit continuation, the following: (1) The Company will pay the Executive, payable in a single lump sum payment within three semi-annual installments beginning sixty (60) days following the Executive’s Separation from Service. The Executive shall continue to be obligated to pay his share of premiums, deductibles and co-payments which may be deducted from the payment made pursuant to this Section 4(c)(i)(C) in the same manner as if the Executive was actively employed. In the event that the Executive obtains subsequent employment and is eligible to participate in the group medical plans of his new employer, the Executive agrees to notify the Company promptly, and any coverage provided under the Company’s group medical plans shall terminate when coverage under the new employer’s medical plans become effective. (D) Options and RSUs that have not yet been granted or have not yet vested shall be treated as follows: 1. If the termination date, (A) any Annual Bonus (without Cause or resignation for Good Reason occurs prior to the extent not already paid2017 grant, the entire 2017 grant (Options and RSUs) that, had he remained employed, would otherwise have been paid is forfeited; 2. If the termination without Cause or resignation for Good Reason occurs prior 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 fraction2016 grant, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs 2016 Option grant is forfeited and the denominator of which ▇▇▇▇ ▇▇▇ grant is granted with immediate vesting; 3. All granted but unvested Options and RSUs following a termination without Cause or resignation for Good Reason survive and shall be 365 (the “Pro Rata Bonus”)vest immediately; and 4. The Executive will have 12 months after a termination without Cause or resignation for Good Reason to exercise vested Options. (2ii) The Company will pay the Executive an amount (the “Severance Payment”) equal shall have no further right to the sum receive any other compensation or benefits after such termination of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering employment without Cause or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes resignation for Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, the Company may relieve the Subject to Executive from performing any duties signing and pay the Executive his Base Salary (if any) in lieu not revoking a separation agreement and release of notice for all or part of such thirty (30)-day period known and unknown claims in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination form provided by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes (including nondisparagement and does not timely revoke a written Release (as defined belowno cooperation provisions) in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 BonusRelease”) 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 in the fiscal year in which the date of termination occurs provided that such Release becomes effective and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment payable in a lump sum payment within irrevocable no later than sixty (60) days following the termination date and or such earlier date required by the remaining 50% release (the “Release Deadline”), if the Executive’s employment is terminated without Cause by the Corporation (except in the case of death or Disability), or Executive resigns his employment for Good Reason, the Executive shall be entitled to the following: (i) continued payment of Executive’s Base Salary for a period equal to one (1) year following the termination date; (ii) payment of four Quarterly Bonus payments to be made quarterly following the termination date; (iii) The Corporation will also continue the benefits under Section 4(d), except disability benefits coverage, for the Severance Period, if such benefits are available subject to the terms of the Severance Payment plans, or pay to be the Executive an amount equal to the Corporation’s contribution for these benefits. Disability benefits will cease immediately on the date of termination; (iv) any earned unpaid bonus for the fiscal year prior to the termination, payable at the same time other employees of the Corporation are paid within fifteen such bonus; (15v) days following a prorated amount of the one-year anniversary Quarterly Bonus for the calendar quarter in which the termination occurs based on the date of termination, payable at the same time other employees of the ` Corporation are paid such bonus; (a) any earned but unpaid Base Salary through the termination date, (b) accrued but unpaid vacation pay, and (c) reimbursement of expenses incurred through the termination date in accordance with Section 4(f) hereof; the whole, owing as at the termination date, payable in accordance with the laws of the state in which Executive works as of the termination datedate (the “Basic Payments”); and (vii) twelve (12) months’ accelerated vesting of the Stock Option, subject at all times to the terms of the ESOP. The Executive agrees that the foregoing payments in Section 7(b) represents the Executive’s complete entitlement to severance or other benefits in the event of the termination of Executive’s employment. Executive further acknowledges that if the Release does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Section 7(b) or elsewhere in this Agreement. For the purposes of this Agreement, “Cause” means: (i) fraud or embezzlement by the Executive from the Corporation; (ii) conviction of the Executive of a criminal act or other offence relating to the Executive’s employment; or (iii) any breach of this Agreement by the Executive not cured within thirty (30) days after written notice by the Corporation to the Executive thereof.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive incurs a “Separation from Service” within the meaning of Section 409A of the Code and the Regulations thereunder, by reason of the Company’s termination of the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; providedCause, however, the Company may relieve or if the Executive resigns from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of her employment by resigning without Cause or hereunder for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1A) The Company will pay An amount equal to the Other Accrued Compensation and Benefits; (B) One year’s Base Salary at the rate then in effect, and one year’s target bonus at the rate then in effect, payable in equal installments pursuant to the Company’s normal payroll practices and subject to all legally required and customary withholdings for the twelve (12) month following termination; and (C) Monthly payments to the Executive equal to the full premium amount (determined as of the date of termination) for continued coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”) for the Executive, and, to the extent that the Executive is providing coverage for her spouse or eligible dependents as of the termination date, for such individuals; provided, however, that the Company’s obligation to pay such premiums shall cease immediately upon the earlier of (i) the passage of eighteen (18) months, (ii) the expiration of the statutory COBRA period and (iii) the date the Executive becomes eligible for coverage under any other group health plan (as an employee or otherwise) or Medicare. Notwithstanding the foregoing, if the Company terminates the Executive’s employment without Cause, the Company shall provide the Executive with no less than ninety (90) days’ written notice or payment of three (3) months Base Salary in a single lump sum payment lieu of ninety (90) days’ written notice, which shall be in addition to payments described under this Section 5(b)(i). (ii) Unless otherwise provided herein, all payments and benefits provided under this Section 5(b) shall commence on the first payroll date following the 60th day after the Executive’s termination of employment. The Company shall not be required to make the payments and provide the benefits provided for under this Section 5(b)(i)(A), (B) or (C) unless the Executive executes and delivers to the Company, within sixty (60) days following the Executive’s termination dateof employment, a release substantially in the form attached hereto as Exhibit A, and the release has become effective and irrevocable in its entirety in such 60-day period. The Executive’s failure or refusal to sign the release (Aor the Executive’s revocation of such release in accordance with applicable laws) any Annual Bonus (to will result in the extent not already paid) that, had he remained employed, would otherwise have been paid to the Executive for any fiscal year forfeiture of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) payments 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Datebenefits under this Section 5(b)(i)(A), (B) or (C). To the extent any amount payable under this Section 5 is deferred compensation subject to the Code, if the period during which the Executive has discretion to execute or revoke the general release of claims straddles two of the Executive’s Base Salary taxable years, then the Company shall make the severance payments starting in effect the second of such taxable years, regardless of which taxable year the Executive actually deliver the executed general release of claims to the Company. The Executive may not, directly or indirectly, designate the calendar year or timing of payments. This Section 5(b)(ii) shall expressly not apply to payments made on account of a Change in Control, pursuant to Section 5(b)(iv) hereof. (iii) If, following a termination of employment without Cause or a resignation for Good Reason, the Executive breaches the provisions of Sections 6 through 10 hereof or breaches any provision set forth in the executed copy of the general release of claims, the Executive shall not be eligible, as of the date of termination such breach, for the payments and benefits described in Section 5(b)(i)(A), (without giving effect to any reduction in Base Salary that constitutes Good ReasonB) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date or (up to a maximum of 365 days) and the denominator of which shall be 365C), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease, This Section 5(b)(iii) shall expressly not apply to payments made on account of a Change in Control, pursuant to Section 5(b)(iv) hereof. (Civ) If the target Annual Bonus for the year Company undergoes a Change in which Control, and within 24 months of such Change in Control the Executive is terminatedterminated without Cause or resigns for Good Reason, multiplied by a fractionthen the Executive shall be entitled to all payments set forth in this Paragraph 5(b) except that: (A) Instead of the one year’s Base Salary and target bonus referred to in Section 5(b)(i)(B), the numerator of which Executive shall be eligible for two year’s Base Salary and two years’ target bonus. (B) Instead of the number of days remaining until the Term End Date (up amounts specified in Section 5(b)(iv)(A) being made in monthly payments as referred to a maximum of 365 days) and the denominator of which in Section 5(b)(i)(C), they shall be 365, with 50% of the Severance Payment payable paid in a lump sum payment on the date the Executive incurs a Separation from Service within sixty (60) days following the termination date meaning of Section 409 A of the Code and the remaining 50% Regulations thereunder, or on such later date required under Section 409A of the Severance Payment Code and the Regulations thereunder. (C) In the event that it is determined that any payment or distribution of any type to or for the benefit of an Executive made by the Company, by any of its Affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of any equity compensation plan, this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax (the “Excise Tax”), then, notwithstanding any other provision of this Agreement or any equity compensation plan to the contrary, any right of the Executive to any payment or benefit under this Agreement or any such equity compensation plan shall be reduced or eliminated, but only to the extent necessary to avoid imposition of the Excise Tax. In no case, however, shall such cutback be made if Total Payments after the imposition of the Excise Tax are greater than Total Payments cut back as provided in this Section 5(b)(iv) to avoid the Excise Tax. (D) In the event that a cutback of Total Payments is permitted under Section 5(b)(iv)(C), and except as required by Code Section 409A or to the extent that Code 409A permits discretion, the Compensation Committee shall have the right, in the Compensation Committee’s sole discretion, to designate those rights, payments, or benefits and all other agreements that should be reduced or eliminated so as to provide the Executive with the maximum pre-tax amount which avoids imposition of the Excise Tax. For example, the Compensation Committee may choose to cut back cash severance, if that would yield a higher pre-tax amount than cutting back equity. Notwithstanding the foregoing, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A the Compensation Committee shall instead accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be paid within fifteen (15) days following made furthest in the one-year anniversary future being reduced first), then by reducing or eliminating any accelerated vesting of the termination date.options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or restricted stock units:

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive incurs a “Separation from Service” within the meaning of Section 409A of the Code and the Regulations thereunder, by reason of the Company’s termination of the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; providedCause, however, the Company may relieve or if the Executive resigns from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or hereunder for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1A) The Company will pay An amount equal to the Other Accrued Compensation and Benefits; (B) One year’s Base Salary at the rate then in effect, and one year’s target bonus at the rate then in effect, payable in equal installments pursuant to the Company’s normal payroll practices and subject to all legally required and customary withholdings for the twelve (12) month following termination; and (C) Monthly payments to the Executive equal to the full premium amount (determined as of the date of termination) for continued coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (“COBRA”) for the Executive, and, to the extent that the Executive is providing coverage for his spouse or eligible dependents as of the termination date, for such individuals; provided, however, that the Company’s obligation to pay such premiums shall cease immediately upon the earlier of (i) the passage of eighteen (18) months, (ii) the expiration of the statutory COBRA period and (iii) the date the Executive becomes eligible for coverage under any other group health plan (as an employee or otherwise) or Medicare. Notwithstanding the foregoing, if the Company terminates the Executive’s employment without Cause, the Company shall provide the Executive with no less than ninety (90) days’ written notice or payment of three (3) months Base Salary in a single lump sum payment lieu of ninety (90) days’ written notice, which shall be in addition to payments described under this Section 5(b)(i). (ii) Unless otherwise provided herein, all payments and benefits provided under this Section 5(b) shall commence on the first payroll date following the 60th day after the Executive’s termination of employment. The Company shall not be required to make the payments and provide the benefits provided for under this Section 5(b)(i)(A), (B) or (C) unless the Executive executes and delivers to the Company, within sixty (60) days following the Executive’s termination dateof employment, a release substantially in the form attached hereto as Exhibit A, and the release has become effective and irrevocable in its entirety in such 60-day period. The Executive’s failure or refusal to sign the release (Aor the Executive’s revocation of such release in accordance with applicable laws) any Annual Bonus (to will result in the extent not already paid) that, had he remained employed, would otherwise have been paid to the Executive for any fiscal year forfeiture of the Company that was completed on or before the date of termination (the “Prior Year Bonus”) payments 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Datebenefits under this Section 5(b)(i)(A), (B) or (C). To the extent any amount payable under this Section 5 is deferred compensation subject to the Code, if the period during which the Executive has discretion to execute or revoke the general release of claims straddles two of the Executive’s Base Salary taxable years, then the Company shall make the severance payments starting in effect the second of such taxable years, regardless of which taxable year the Executive actually deliver the executed general release of claims to the Company. The Executive may not, directly or indirectly, designate the calendar year or timing of payments. This Section 5(b)(ii) shall expressly not apply to payments made on account of a Change in Control, pursuant to Section 5(b)(iv) hereof. (iii) If, following a termination of employment without Cause or a resignation for Good Reason, the Executive breaches the provisions of Sections 6 through l0 hereof or breaches any provision set forth in the executed copy of the general release of claims, the Executive shall not be eligible, as of the date of termination such breach, for the payments and benefits described in Section 5(b)(i)(A), (without giving effect to any reduction in Base Salary that constitutes Good ReasonB) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date or (up to a maximum of 365 days) and the denominator of which shall be 365C), and any and all obligations and agreements of the Company with respect to such payments shall thereupon cease. This Section 5(b)(iii) shall expressly not apply to payments made on account of a Change in Control, pursuant to Section 5(b)(iv) hereof. (Civ) If the target Annual Bonus for the year Company undergoes a Change in which Control, and within 24 months of such Change in Control the Executive is terminatedterminated without Cause or resigns for Good Reason, multiplied by a fractionthen the Executive shall be entitled to all payments set forth in this Paragraph 5(b) except that: (A) Instead of the one year’s Base Salary and target bonus referred to in Section 5(b)(i)(B), the numerator of which Executive shall be eligible for two year’s Base Salary and two years’ target bonus. (B) Instead of the number of days remaining until the Term End Date (up amounts specified in Section 5(b)(iv)(A) being made in monthly payments as referred to a maximum of 365 days) and the denominator of which in Section 5(b)(i)(C), they shall be 365, with 50% of the Severance Payment payable paid in a lump sum payment on the date the Executive incurs a Separation from Service within sixty (60) days following the termination date meaning of Section 409A of the Code and the remaining 50% Regulations thereunder, or on such later date required under Section 409A of the Severance Payment Code and the Regulations thereunder. (C) In the event that it is determined that any payment or distribution of any type to or for the benefit of an Executive made by the Company, by any of its Affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of any equity compensation plan, this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax ( the “Excise Tax”), then, notwithstanding any other provision of this Agreement or any equity compensation plan to the contrary, any right of the Executive to any payment or benefit under this Agreement or any such equity compensation plan shall be reduced or eliminated, but only to the extent necessary to avoid imposition of the Excise Tax. In no case, however, shall such cutback be made if Total Payments after the imposition of the Excise Tax are greater than Total Payments cut back as provided in this Section 5(b)(iv) to avoid the Excise Tax. (D) In the event that a cutback of Total Payments is permitted under Section 5(b)(iv)(C), and except as required by Code Section 409A or to the extent that Code 409A permits discretion, the Compensation Committee shall have the right, in the Compensation Committee’s sole discretion, to designate those rights, payments, or benefits and all other agreements that should be reduced or eliminated so as to provide the Executive with the maximum pre-tax amount which avoids imposition of the Excise Tax. For example, the Compensation Committee may choose to cut back cash severance, if that would yield a higher pre-tax amount than cutting back equity. Notwithstanding the foregoing, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A the Compensation Committee shall instead accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be paid within fifteen (15) days following made furthest in the one-year anniversary future being reduced first), then by reducing or eliminating any accelerated vesting of the termination dateoptions or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or restricted stock units.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the ExecutiveEmployee’s employment hereunder may also be terminated by the Company at any time for any reason without Cause or by the Employee for “Good Reason”. For purposes of this Agreement, the Employee shall have “Good Reason” to terminate his employment hereunder upon (i) the Company’s failure to perform its material duties hereunder, which failure has not been cured by the Company within fifteen (15) days of its receipt of written notice thereof from the Employee; (ii) a reduction by the Company (without the consent of the Employee, which consent may be revoked at any time) in the Employee’s Base Salary, or substantial reduction in the other benefits provided to the Employee; (iii) the assignment to the Employee of duties inconsistent with the Employee’s status as a senior executive officer of the Company, or the designation by the Company of the Employee to any position or capacity other than (A) Chief Financial Officer of the Company, (B) Chief Financial Officer of one of the Company’s principal divisions (as described in the Company’s periodic filings made with the Securities and Exchange Commission), or (C) Chief Operating Officer of the Company; (iv) the relocation of the Employee’s principle place of employment to a location more than thirty-five (35) miles from its current Newark, New Jersey location or outside of the New York City metropolitan areas; (v) the assignment of duties inconsistent with the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics; (vi) any purported termination of the Employee’s employment not in accordance with the terms hereof; or (vii) any “Change in Control” of the Company. For purposes of this Agreement, a “Change in Control” shall mean and shall be deemed to have occurred if (A) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than ▇▇▇▇▇▇ ▇▇▇▇▇, members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs, executors or administrators of ▇▇▇▇▇▇ ▇▇▇▇▇, shall acquire in one or a series of transactions, whether through sale of stock or merger, voting securities representing more than 50% of the voting power of all outstanding voting securities of the Company or any successor entity of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution of the Company. The Employee's right to terminate the Employee’s employment for Good Reason shall not be affected by the Employee's incapacity due to physical or mental illness. The Employee's continued employment shall not constitute consent to, or a waiver of rights, with respect to any act or failure to act constituting Good Reason hereunder. Notwithstanding the foregoing, a termination shall not be treated as a resignation for Good Reason if the Employee shall have consented in writing to the occurrence of the event giving rise to the claim of resignation for Good Reason. If the Employee gives notice of his intent to terminate his employment with Good Reason, the Employee shall first provide written notice to the Company, which notice specifically identifies the event or circumstances giving rise to the Good Reason for which the Employee is terminating his employment, within ninety (90) days of when such event or circumstance giving rise to the Good Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and if the Company fails to cure within thirty (30) days’ advance written business days of its receipt of the notice; provided, however, the Employee’s resignation for Good Reason shall be deemed effective. If the Company may relieve terminates the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the CompanyEmployee’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive Employee terminates his employment for Good Reason, if (1) the Executive executes Company shall provide the Employee with at least sixty (60) days’ notice (which time period may be shortened by mutual agreement of the parties) of its intent to terminate this Agreement without Cause; (2) the Company shall pay to the Employee all accrued or vested compensation, including salary, commission, and does not timely revoke bonus(es) through the Date of Termination, (3) the Company shall reimburse the Employee for unpaid and approved business expenses through such Date of Termination (in accordance with the Company’s normal business expense reimbursement procedures), (4) all awards theretofore granted to the Employee under the Company's incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule notwithstanding the termination of employment, and (5) the Company shall pay to the Employee a written severance payment equal to the greater of (i) the amount he would be entitled to under Company policy in effect at the time of termination, and (ii) his Base Salary plus the greater of his target bonus under Section 7(b) hereof and the actual bonus paid to him in the year of the Term preceding termination for the remainder of the Term, but in no event less than a 12-month period (the “Severance Payment ”). As a condition to receiving the Severance Payment, the Employee will be required to execute and deliver the Company’s standard release agreement (the “Release (as defined belowAgreement”) within 30 days of the Date of Termination. Subject to Section 20 hereof, the Severance Payment will be paid over the period of time covered thereby following the effective date of the Release Agreement on the Company’s regularly scheduled payroll payment dates, and in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateRelease Agreement.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by if the Executive resigns from his employment hereunder for Good Reason, if then, in addition to the Executive executes Termination Amount and does not timely revoke a written Release (as defined below) the payment of any unpaid earned Bonus for the year immediately preceding the year in accordance with the terms of which such Releasetermination or resignation occurs, the Executive shall be entitled to receive, in lieu receive an amount equal to the sum of any payments under any severance plan or program for employees or executivesthe following amounts (collectively, the following:“Severance Amount”): (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) any Annual Bonus (an amount equal 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 or resignation occurs, calculated by multiplying (x) the target Annual Minimum Target Bonus multiplied for the year of termination by (y) a fraction, the numerator of which shall be is the number of days elapsed through the date Executive was employed during the year of such termination in the fiscal year in which the date of termination occurs or resignation and the denominator of which shall be 365 (the “Pro Rata Bonus”)is 365; andplus (2) The Company will pay if at the time of such termination or resignation the Executive is not “retirement eligible” within the meaning of the Company’s Equity Plan Retirement Policy (or if the Executive is “retirement eligible” and such termination or resignation occurs after a Change on Control or within six months of a Change of Control as described below), an amount (the “Severance Payment”) equal to the Applicable Multiple (as defined below) multiplied by the sum of of: (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (Bi) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which of termination or resignation, (ii) the Minimum Target Bonus; and (iii) the Reference Benefits Value (as defined below). Notwithstanding the foregoing, if at the time of such termination or resignation (a) the Executive is terminated, multiplied by a fraction, “retirement eligible” within the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% meaning of the Severance Payment payable Company’s Equity Plan Retirement Policy and (b) a Change of Control has not occurred (and a Change of Control does not occur within six month following such termination or resignation and it is not reasonably demonstrated that such termination of employment or Good Reason event was in a lump sum payment within sixty (60) days following the termination date and the remaining 50% contemplation of the Severance Payment Change in Control during such six month period), then the Executive shall not receive the amount specified under Section 6(c)(i)(2) above but shall instead be eligible to be paid within fifteen (15) days following receive the one-year anniversary 5 entitlements provided under the Company’s Equity Plan Retirement Policy, subject to and in accordance with the terms and conditions of the termination datesuch policy.

Termination Without Cause; Resignation for Good Reason. The (i) If the Employee's employment hereunder is terminated by the Company may terminate Without Cause pursuant to Section 5(a)(5), or due to the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, howeverEmployee's resignation for Good Reason pursuant to Section 5(a)(6), the Company shall, subject to Section 6(c)(ii), (i) if Employee's employment is so terminated prior to the second anniversary of the Commencement Date, pay or provide to Employee any benefits to which the Employee may relieve the Executive from performing be entitled under any duties and pay the Executive his Base Salary (if anyemployee benefit plan or program pursuant to Section 3(b) hereof in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate which he is a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) participant in accordance with the terms of such Releaseplan or program up to and including the date immediately prior to the second anniversary of the Commencement Date, and (ii) continue to pay to the Executive shall be entitled to receiveEmployee, in lieu of any other payments under or benefits (other than as provided in clause (i) above and payments due with respect to any severance plan or program for employees or executivesvested portions of the Employee's Incentive Compensation referred to in Section 3(d) which shall not be affected by the limitations of this Section 6(c)(i)) and on the regular payroll dates of the Company, his base salary through the second anniversary of the Commencement Date, at the rate provided in Section 3(a) hereof. (ii) In addition, the following: Employee agrees to keep the Chairman of the Board of the Company (1or the Chairman's designee) The Company will pay apprised of the ExecutiveEmployee's employment status during the entire period of time that the Employee shall be entitled to receive benefits pursuant to Section 6(c)(i) above, in a single lump sum payment within sixty (60) days following the termination dateand, (A) any Annual Bonus (if requested, to provide appropriate supporting documentation with respect to the extent not already paid) thatsalary, had he remained employedbonuses or other compensation earned by and benefits made available to the Employee in respect of any employment secured by the Employee. In the event the Employee secures employment, would otherwise have been the Company shall be entitled to deduct from the amounts payable to the Employee pursuant to Section 6(c)(i), any salary, bonuses or other compensation paid to the Executive for any fiscal year of Employee in connection with such employment, and the Employee shall promptly repay to the Company that was completed on or before any amounts paid to him by the date of termination (the “Prior Year Bonus”Company pursuant to Section 6(c)(i) 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 Company was entitled 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”deduct from such amounts pursuant to this Section 6(c)(ii); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (a) In the Executive’s ---------------------------------------------------------- event that EXECUTIVE's employment at any time without is terminated (i) by EMPLOYER other than for Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below), including without limitation a termination of this Agreement pursuant to a notice by EMPLOYER that the then current Term will not be renewed, and other than as a result of EXECUTIVE's death or Permanent Disability (as defined below), or (ii) by EXECUTIVE for Good Reason (as defined below); and such termination occurs other than during the two-year period following a Change in accordance with Control (as defined herein), EXECUTIVE shall receive the following amounts: (i) a cash lump sum payment in respect of EXECUTIVE's Base Salary earned but not yet paid (the "Compensation Payment"), in each case through the effective date of such termination; (ii) such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4 hereof, to which he is entitled pursuant to the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan plans or program for employees or executives, the following:programs; (1iii) 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 an amount (the “Prior Year Bonus”"Termination Amount") 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 two years of EXECUTIVE's Base Salary; and (xiv) the target Annual Bonus multiplied by (y) a fraction, the numerator in respect of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date his termination of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A)employment occurs, the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied prorated by a fraction, the numerator of which shall be is the number of days remaining until from the Term End Date (up to a maximum beginning of 365 days) the then current fiscal year through and including the date of his termination and the denominator of which is 365, less any amounts drawn in advance under Section 3 of this Agreement. (b) The Compensation Payment shall be 365paid by EMPLOYER to EXECUTIVE within thirty (30) days after the termination of EXECUTIVE's employment by check payable to the order of EXECUTIVE or by wire transfer to an account specified by EXECUTIVE. The Termination Amount shall be payable in equal installments during the two-year period following termination of employment in accordance with the ordinary payroll practices of EMPLOYER, and (C) but no less frequently than bi-weekly. The Bonus shall be paid following the target Annual Bonus for end of the fiscal year in which EXECUTIVE's employment terminated in accordance with EMPLOYER's ordinary practices, but in no event later than December 15 of such year. Notwithstanding anything else herein to the Executive is terminatedcontrary, multiplied by a fraction, EXECUTIVE shall not be entitled to receive the numerator of which shall be Termination Amount in the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% event he violates any of the Severance Payment payable covenants set forth in Sections 10 or 11 of this Agreement. (c) For purposes of this Agreement, "Good Reason" shall mean a lump sum payment within sixty (60) days following the termination date and the remaining 50% reduction by EMPLOYER in excess of the Severance Payment to be paid within fifteen (15%) days following in the one-year anniversary amount of EXECUTIVE's Base Salary or Bonus Potential (as defined below) unless the reduction in the amount of Bonus Potential is part of a program in which the Bonus Potential of at least ninety percent (90%) of the termination datesenior executives of EMPLOYER is reduced. Bonus Potential means the amount of Bonus EXECUTIVE would earn if he meets the budget objectives or other objectives as may be set forth in the bonus plan as amended from time-to-time. It is understood that the actual amount of Bonus earned by EXECUTIVE can vary from year to year depending upon performance and such variance, regardless of amount, shall not constitute "Good Reason." It is further understood that the amount of EXECUTIVE's Bonus Potential may be reduced for factors such as the closure or loss of cities or locations, sale of cities or properties, or as a result of economic conditions and that any such reduction, regardless of amount, shall not constitute "Good Reason."

Termination Without Cause; Resignation for Good Reason. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon thirty (30as defined bleow). Further, Executive may resign at any time for Good Reason (as defined below). (b) days’ advance written notice; provided, however, In the event Executive’s employment with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause Cause, or resignation by the Executive resigns for Good Reason, if the Executive executes and does not timely revoke then provided such termination constitutes a written Release “separation from service” (as defined below) 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 accordance compliance with the terms of such Releasethis Agreement, the subject to Section 5.7, Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, receive the following: (1i) The Company will shall pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) Executive 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 earned but unpaid base salary accrued through the date of termination and all accrued but unused PTO, at the rates then in the fiscal year in which the date of termination occurs effect, less standard deductions and the denominator of which shall be 365 (the “Pro Rata Bonus”); andwithholdings. (2ii) The Company will shall pay the Executive an amount Executive, as severance, nine (the “Severance Payment”9) equal to the sum months of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on as of the date of termination Executive’s employment termination, subject to standard payroll deductions and withholdings (without giving effect the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine (9) month period following Executive’s Separation from Service; provided, however, that no payments will be made prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the Severance that Executive would have received on or prior to such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of the Severance being paid as originally scheduled. (iii) Notwithstanding anything to the contrary in Section 3.2, to the extent the Executive has actually achieved any reduction in Base Salary of the performance goals set by the Board for such calendar year, the Company shall pay Executive a prorated Annual Bonus (calculated as the Annual Bonus that constitutes Good Reason) would have been paid for the entire calendar year multiplied by a fraction, the numerator of which shall be is equal to the number of days remaining until Executive worked in the Term End Date (up to a maximum of 365 days) applicable calendar year, and the denominator of which shall be 365, and (C) is equal to the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the total number of days remaining until in such year). (iv) Provided Executive timely elects continued coverage under COBRA, the Term End Date Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (up including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) nine (9) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a maximum new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of 365 days) and such event. Notwithstanding the denominator foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of which shall be 365violating applicable law (including, with 50% without limitation, Section 2716 of the Severance Payment payable 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 a lump sum payment within sixty such COBRA coverage), subject to applicable tax withholdings (60) days following such amount, the termination date and “Special Cash Payment”), for the remaining 50% remainder of the Severance Payment to be paid within fifteen (15) days following COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the one-year anniversary cost of the termination dateCOBRA premiums.

Termination Without Cause; Resignation for Good Reason. The Company may (a) Notwithstanding the provisions of Section 1 of this Agreement, the Board of Directors of the Corporation may, without Cause (as hereafter defined), terminate the Executive’s 's employment under this Agreement at any time without Cause upon in any lawful manner by giving not less than thirty (30) days’ advance days written notice; provided, however, the Company may relieve notice to the Executive from performing any duties and pay ("Notice of Termination"), which notice shall indicate the Executive his Base Salary (if anyspecific provision(s) in lieu of notice this Agreement relied upon for all or part of such thirty (30)-day period in the Company’s discretiontermination. The Executive may initiate resign for Good Reason (as hereafter defined) at any time by giving not less than 3NEXT PAGE thirty (30) days written notice to the Corporation ("Notice of Resignation"), which notice shall indicate the specific provision(s) in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a termination of employment by resigning without Cause or basis for a resignation for Good Reason. Upon termination by In the Company event the Corporation terminates the Executive's employment without Cause or resignation by the Executive resigns for Good Reason, if and, in either such event, the Executive executes offers in writing to continue to provide the services contemplated by and does not timely revoke a written Release (as defined below) in accordance with on the terms of this Agreement and such Releaseoffer is not accepted by the Corporation unconditionally in writing within five (5) days thereafter, then the Executive shall be entitled to receiveliquidated damages, subject in lieu the case the Executive's resignation for Good Reason to the provisions of any payments under any severance plan or program for employees or executivesSection 7(d) of this Agreement, the followingas follows: (1i) The Company will pay the Executive, in Executive shall be paid a single lump sum cash payment by the Corporation, within sixty thirty-five (6035) days following after a Notice of Termination is given by the termination date, (A) any Annual Bonus (to the extent not already paid) that, had he remained employed, would otherwise have been paid Corporation to the Executive for any fiscal year pursuant to this Section 7(a) of the Company that was completed on or before Agreement, (unless such payment is subject to the limitations set forth in Section 409A of the Internal Revenue Code, in which case such payment shall be made 185 days after the date of termination (the “Prior Year Bonus”termination) 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 greater of (xA) 1.5 times the total cash compensation (including bonus) paid or payable to the Executive during the twelve (12) full consecutive months immediately preceding the effective date of the Executive's termination of employment or (B) the target Annual Bonus multiplied by salary due to the Executive for the remaining term of this Agreement under Section 3(a) (ywithout any present value adjustment) a fraction, that the numerator of which shall be the number of days elapsed through the date of Executive would have been entitled to receive had such termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)not occurred; and (2ii) The Company will pay Corporation shall maintain in full force and effect for the continued benefit of the Executive an amount for twelve (12) months following the effective date of the Executive's termination or resignation (the “Severance Payment”) equal "Liquidated Damage Period"), as the case may be, at no cost to the sum Executive, all employee benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to such termination as described in Sections 4(a) and 4(b) of this Agreement (other than stock-based compensation plans of the Corporation or CFC), provided that continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program 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. (b) (i) In the event that the Executive becomes entitled to liquidated damages pursuant to Section 7(a) above, (A)) the Corporation's obligations under Section 7(a)(i) above with respect to cash damages shall be reduced by the amount of the Executive's cash income, if any, earned from providing personal services during the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), Liquidated Damage Period; and (B) the Executive’s Base Salary in effect Corporation's obligation to maintain the benefits described under Section 7(a)(ii) above shall be reduced to the extent, if any, that the Executive receives such benefits, on no less favorable terms, from another employer during the date Liquidated Damage Period. For purposes of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fractionthis Section,7(b), the numerator term "cash income" shall include amounts of which salary, wages, bonuses, incentive compensation and fees paid to the Executive in cash but shall not include shares of stock, stock options, stock appreciation rights or other earned income not paid to the Executive in cash. To the extent the provisions of this Section 7(b) are applicable and an overpayment has been made to the Executive as of the expiration of the Liquidated Damage Period, the Executive shall 4NEXT PAGE reimburse the Corporation in an amount equal to the after tax benefit realized by the Executive from such overpayment (i.e. amount realized net of all federal, state, local, employment and medicare taxes). In making the reimbursement calculation it shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which presumed that the Executive is terminated, multiplied by a fraction, subject to the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) highest marginal federal and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination datestate income tax rates.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve is terminated by the Company without Cause, or as a result of his resignation for Good Reason (as defined in Section 5), then the Executive from performing shall receive the Other Accrued Compensation and Benefits, any duties and Bonus earned, but unpaid, for the year prior to the year of termination and, subject to Section 4(d): (A) the Company shall continue to pay the Executive his the Base Salary in accordance with the Company’s ordinary payroll practices in effect from time to time for a period equal to fourteen (14) months (such 14-month period, the “Severance Period”), with payments commencing on the 60th day following the Executive’s termination of employment; (B) the Company shall provide the Executive with a cash amount equal to a prorated Bonus, in an amount based on the Executive’s performance, in respect of the number of days, if any, worked by the Executive in the year of termination without Cause, or resignation for Good Reason, for which a bonus has not already been paid. The Company shall also provide the Executive with a Target Bonus for the Severance Period. Both amounts described in this Section 4(c)(i)(B) will be payable on the date on which the Company pays out bonuses to senior executives generally; (C) the Company shall continue to provide the Executive with the compensation and benefits set forth in lieu Sections 3(d), (e), (f), (g), (h), (i), and (j) for the duration of notice for all or part of such thirty (30)-day period the Severance Period. In the event that continued participation by the Executive and his eligible dependents in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by group medical plans during the Severance Period is not permitted, the Company without Cause or resignation by will provide the Executive for Good Reasonwith a cash payment equal to the value of the benefit continuation, if the Executive executes and does not timely revoke a written Release (as defined below) payable in accordance with the terms of such Release, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within three semi-annual installments beginning sixty (60) days following the Executive’s termination dateof employment. The Executive shall continue to be obligated to pay his share of premiums, (Adeductibles and co-payments which may be deducted from the payment made pursuant to this Section 4(c)(i)(C) any Annual Bonus (to in the extent not already paid) that, had he remained employed, would otherwise have been paid to same manner as if the Executive for any fiscal year was actively employed. In the event that the Executive obtains subsequent employment and is eligible to participate in the group medical plans of his new employer, the Executive agrees to notify the Company that was completed on or before promptly, and any coverage provided under the date of termination (Company’s group medical plans shall terminate when coverage under 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)new employer’s medical plans become effective; and (2D) The Company all outstanding equity will pay be treated in accordance with the Executive an amount terms of the LTIP or the applicable award letters; provided, however, that (a) granted Options, PSUs and RSUs shall continue to vest on schedule during the “Severance Payment”) equal Period (in the case of PSUs, subject to the sum achievement of (Athe applicable performance conditions), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (Cb) all vested Options shall remain exercisable until the first to occur of (i) the target Annual Bonus for passage of six (6) months beyond the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% end of the Severance Payment payable in a lump sum payment within sixty Period, and (60ii) days following the termination date and expiration of the remaining 50% term of the Severance Payment vested Options. (ii) The Executive agrees that the provisions of Section 4(c) are fair and reasonable and that if his employment is terminated without Cause, or if the Executive resigns for Good Reason, except for rights to be paid within fifteen (15indemnification under Section 3(k) days following the one-year anniversary of the termination dateor as otherwise provided in this Agreement, he shall have no further right to receive any other compensation or benefits.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If the ExecutiveEmployee’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause (as defined in Section 4.3), or resignation by the Executive Employee’s voluntary resignation for Good ReasonReason (as defined in Section 4.2), other than in connection with a Change in Control (as defined in Section 7.2(a)), then the Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee’s execution and non-revocation of a binding severance and mutual release agreement in a form satisfactory to the Company (hereinafter, a “Severance Agreement”) and subject to the terms and conditions of Section 19 of this Agreement, the Employee shall be eligible to receive the following separation benefits: (a) an amount equal to the product of (i) one twelfth (1/12) of the Employee’s then-current annualized base salary (provided, however, that if Employee’s employment is terminated by the Executive executes Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to her base salary as in effect immediately before such material reduction took effect) and does not timely revoke a written Release (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with the Company’s payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and (b) the amount of any bonus for the prior year that was approved but not yet paid to the Employee at the time of the Employee’s termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in accordance a manner and timing consistent with the terms payments to other similarly situated employees and consistent with the requirements of such ReleaseSection 409A of the Internal Revenue Code of 1986, as amended, but in no event later than March 15 of the Executive shall be entitled to receiveyear following the year of performance; provided, in lieu of both cases, that the Severance Agreement has been executed and any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment applicable revocation period with respect thereto has expired 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 Employee’s date of termination (such 60th day, the “Prior Year BonusPayment Commencement Date”) and (B) a pro rata portion of ); provided, however, that if the Annual Bonus for 60th day following the partial fiscal year in which the Employee’s date of termination occurs in an amount equal to the product calendar year following the year of (x) termination, then the target Annual Bonus multiplied by (y) a fraction, the numerator of which Payment Commencement Date shall be no earlier than January 1 of the number year following the year of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)termination; and (2) The 5.2 upon the Employee’s termination from employment pursuant to this Section 5, the Company will pay the Executive an amount (the “Severance Payment”) equal shall make contributions to the sum cost of COBRA (A)Consolidated Omnibus Budget Reconciliation Act) coverage on behalf of the Employee and any applicable dependents for a period of six (6) months after the Employee’s termination if the Employee elects COBRA coverage, and only for so long as such coverage continues in force; provided, however, that if the Employee commences new employment and is eligible for a new group health plan, the Public Offering Bonus (Company’s contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA shall be determined on the same basis as the Company’s contribution to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary Company-provided health and dental insurance coverage in effect on immediately before termination of the date Employee’s employment for an active employee with the same coverage elections. At the end of termination the six (without giving effect to any reduction in Base Salary that constitutes Good Reason6) multiplied by a fractionmonth period, the numerator of which Employee may continue such COBRA, if applicable, and shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus responsible for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateall premiums thereafter.”

Termination Without Cause; Resignation for Good Reason. The Company Employer may terminate the Executive’s employment under this Section 3.1 at any time without Cause upon not less than thirty (30) days’ advance prior written noticenotice to Executive; provided, however, that, in the Company event that such notice is given, Executive shall be allowed to seek other employment during such notice period. In addition, Executive may relieve terminate Executive’s employment under this Section 3.1 by voluntarily resigning for Good Reason. Executive shall give Employer not less than thirty (30) days’ prior written notice of a resignation for Good Reason. In the event Executive’s employment is terminated by Employer without Cause or Executive from performing any duties resigns for Good Reason, in either case, then in addition to all Accrued Compensation, and pay subject to Executive’s execution and non-revocation within thirty (30) days of the Date of Termination of the General Release (as defined below), Executive shall be entitled to continue to receive his Base Salary (“Salary Continuation”) through the twelve-month anniversary of the Date of Termination (the “Severance Period”) plus an amount equal to the Incentive Bonus earned during the previous fiscal year from the Date of Termination (“Severance Bonus” and, together with the Salary Continuation, “Severance”)), if anyand only if Executive has executed and delivered to the Company a General Release substantially in form and substance as set forth in Exhibit C attached hereto (“General Release”) and the General Release has become effective, and only so long as Executive has not revoked or breached the provisions of the General Release or materially breached the provisions of Section 4 hereof and does not apply for unemployment compensation chargeable to the Company or any subsidiary of the Company during the Severance Period. Subject to Section 20.2, Severance shall be paid in monthly installments in accordance with Employer’s regular payroll practices during the Severance Period. In addition to the Severance, (a) in lieu of notice for all or part of such thirty (30)-day period in the Companyevent that the Executive’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination with the Company is terminated by the Company without Cause or due to Executive’s resignation by the Executive for Good ReasonReason prior to the payment of the First Transition Bonus, if then, subject to the conditions applicable to the payment of Severance, the Company shall pay Executive executes and does not timely revoke a written Release lump-sum cash amount equal to the First Transition Bonus on the First Payment Date (as defined belowabove) and (b) in accordance with the terms event that the Employment Period terminates as a result of a Sale of the Company, and the Sale Bonus payable pursuant to Section 2.5 above is less than the aggregate amount of Severance that Executive would have been entitled to receive if Executive’s employment had been terminated by the Company without Cause on the day immediately prior to such ReleaseSale of the Company, the Executive Company shall increase the Sale Bonus payable under Section 2.5 by an amount equal to the amount by which such Severance amount exceeds such Sale Bonus. For the avoidance of doubt, such increased amount shall be entitled deemed to receivebe part of the Sale Bonus and not Severance. If Executive is eligible for and elects to receive continuation group health coverage mandated by Section 4980B of the Internal Revenue Code or similar state laws (“COBRA”) during the Severance Period, in lieu of any payments under any severance plan or program Executive will be responsible for employees or executives, paying such COBRA premiums and the following: (1) The Company will pay reimburse Executive for the Executiveamount of the COBRA premiums (“Health Care Continuation”); provided, in a single lump sum payment within sixty (60) days following however, that the termination date, (A) any Annual Bonus (Company shall have no obligation to reimburse Executive with respect to such COBRA premiums to the extent not already paid) thatthat the Company reasonably determines that reimbursement of such COBRA premiums could result in the imposition of excise taxes on the Company for any failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, had he remained employedas amended, and the Health Care and Education Reconciliation Act of 2010, as amended. Notwithstanding anything in this Section 3.1 to the contrary, any portion of the Salary Continuation, Severance Bonus or the Health Care Continuation which would otherwise have been paid to the Executive for any fiscal year of or reimbursed before the Company that was completed first normal payroll payment date falling on or before after the fortieth (40th) day following the date of Executive’s termination of employment (the “Prior Year BonusFirst Payment Date”) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect made on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance First Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateDate.

Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate the Executive’s employment with the Company at any time without Cause upon thirty Cause. Further, Executive may resign at any time for Good Reason (30as defined below). (ii) days’ advance written notice; provided, however, In the event Executive’s employment with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause Cause, or resignation by the Executive resigns for Good Reason, if the Executive executes and does not timely revoke then provided such termination constitutes a written Release “separation from service” (as defined below) under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive satisfies the Release Requirement in accordance Section 7 herein, and remains in compliance with the terms of such Releasethis Agreement, the Company shall provide Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, with the followingfollowing “Severance Benefits”: (1a) The Company will pay the Executive, in Either (a) a single lump sum cash 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s annual Base Salary in effect on at the date time of employment termination (without giving effect to any reduction in Base Salary that constitutes would give Executive the right to resign for Good Reason), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings, (the “Lump Sum Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to Executive’s annual Base Salary (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason) multiplied by to be paid in substantially equal installments on a fractionmonthly basis during the nine (9) month period following the employment termination date (the “Monthly Installment Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the numerator Company may elect to make the Monthly Installment Payments in lieu of which shall be the Lump Sum Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). (b) Either (a) a lump sum cash payment in an amount equal to the average of the Annual Bonus payment Executive received from the Company during the last three years of employment completed prior to the year of the employment termination, pro rated based on the number of days remaining until Executive worked during the Term End fiscal year of the employment termination, divided by 365 (the “Severance Bonus Payment”), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings (the “Lump Sum Bonus Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum Bonus Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to Executive’s Severance Bonus Payment to be paid in substantially equal installments on a monthly basis during the nine (9) month period following the employment termination date (the “Monthly Installment Bonus Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Company may elect to make the Monthly Installment Bonus Payments in lieu of the Lump Sum Bonus Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Code. (c) If the Company has previously established a group health plan in which Executive participates prior to Executive’s termination and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of such COBRA premiums for himself and his covered dependents (on a monthly basis) for a period of up to twelve (12) months following the date of termination; provided, that, if and to the extent that any benefit described in this Section 6.2(ii)(c) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax consequences to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall pay Executive a maximum fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding premiums for a period of 365 daysup to twelve (12) and months following the denominator date of which termination; provided, further, that the COBRA payments or, if applicable, the taxable monthly payment discussed above, shall be 365, terminate on the earliest to occur of (A) the close of the 12-month period following the termination of Executive’s employment; (B) the expiration of Executive’s (or Executive’s dependents’) eligibility for continuation coverage under COBRA; and (C) the target date when Executive becomes eligible for group health insurance coverage in connection with new employment or self-employment. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(ii)(c), Executive must immediately provide written notice to the Company of such event, and the Company-provided COBRA payments, or if applicable, the monthly payments under this Section 6.2(ii)(c) shall immediately cease. (iii) Furthermore, in the event Executive’s employment with the Company is terminated by the Company pursuant to Section 6.2(ii), in either case, within three (3) months immediately preceding or twelve (12) months immediately following the consummation of a Change in Control (as defined below), in lieu of (and not additional to) the severance benefits described in Section 6.2(ii), and provided that Executive satisfies the Release Requirement in Section 7 herein and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following benefits (the “Change in Control Severance Benefits”). For the avoidance of doubt: (A) in no event will Executive be entitled to severance benefits under Section 6.2(ii) and this Section 6.2(iii), and (B) if the Company has commenced providing severance benefits to Executive under Section 6.2(ii) prior to the date that Executive becomes eligible to receive Change in Control Severance Benefits under this Section 6.2(iii), the benefits previously provided to Executive under Section 6.2(ii) of this Agreement shall reduce the severance benefits provided under this Section 6.2(iii): (a) Either (a) a lump sum cash payment equal to eighteen (18) months of Executive’s annual Base Salary at the time of employment termination (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings (the “Lump Sum CIC Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to eighteen (18) months of Executive’s annual Base Salary (without giving effect to any reduction in Base Salary that would give Executive the right to resign for Good Reason) to be paid in substantially equal installments on a monthly basis during the nine (9) month period following the employment termination date, less applicable deductions and withholdings (the “Monthly CIC Installment Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Company may elect to make the Monthly CIC Installment Payments in lieu of the Lump Sum CIC Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Code. (b) Either (a) a lump sum cash payment in an amount equal to 150% of the average of the Annual Bonus for payment Executive received from the Company during the last three years of employment completed prior to the year in which of the Executive is terminatedemployment termination, multiplied by a fraction, the numerator of which shall be pro rated based on the number of days remaining until Executive worked during the Term End fiscal year of the employment termination, divided by 365 (the “CIC Bonus Payment”), to be paid by the Company on the first payroll period following the Effective Date of the Release, less applicable deductions and withholdings, (up the “Lump Sum CIC Bonus Payment”); or (b) if the Company, in the good faith discretion of the Board, is unable to make the Lump Sum CIC Bonus Payment at the time of employment termination due to a maximum lack of 365 days) and the denominator of which shall be 365sufficient operating funds, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance an amount equal to Executive’s CIC Bonus Payment to be paid within fifteen in substantially equal installments on a monthly basis during the nine (159) days month period following the one-year anniversary employment termination date, less applicable deductions and withholdings (the “Monthly CIC Installment Bonus Payments”); provided that, in each case, any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Company may elect to make the Monthly CIC Installment Bonus Payments in lieu of the Lump Sum CIC Bonus Payment only if an exemption is available from application of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences to Executive under Section 409A of the Code. (c) If the Company has previously established a group health plan in which Executive participates prior to Executive’s termination and Executive timely elects COBRA coverage following any such termination, the Company will pay Executive for the full amount of such COBRA premiums for himself and his covered dependants (on a monthly basis) for a period of up to twelve (12) months following the date of termination; provided, that, if and to the extent that any benefit described in this Section 6.2(ii)(c) is not or cannot be paid or provided under any Company plan or program without penalties or adverse tax consequences to the Company or for any other reason, as determined by the Company in its sole discretion, then the Company shall pay Executive a fully taxable cash payment equal to the COBRA premium for that month, subject to applicable tax withholding premiums for a period of up to twelve (12) months following the date of termination; provided, further, that the COBRA payments or, if applicable, the monthly payment discussed above, shall terminate on the earliest to occur of (A) the close of the 12-month period following the termination of Executive’s employment; (B) the expiration of Executive’s (or Executive’s dependents) eligibility for continuation coverage under COBRA; and (C) the date when Executive becomes eligible for group health insurance coverage in connection with new employment or self-employment. If Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section 6.2(iii)(c), Executive must immediately provide written notice to the Company of such event, and the Company-provided COBRA payments, or if applicable, the monthly payments under this Section 6.2(iii)(c) shall immediately cease. (d) Notwithstanding anything to the contrary set forth in the Company’s Share Option Plan or form of award agreement, effective as of Executive’s employment termination date, the vesting and exercisability of all then outstanding unvested stock options, restricted shares or other equity awards then held by Executive shall accelerate such that all shares become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the ExecutiveEmployee’s employment hereunder may also be terminated by the Company at any time for any reason without Cause or by the Employee for “Good Reason”. For purposes of this Agreement, the Employee shall have “Good Reason” to terminate his employment hereunder upon (i) the Company’s failure to perform its material duties hereunder, which failure has not been cured by the Company within thirty (30) days’ advance days of its receipt of written noticenotice thereof from the Employee; provided, however, (ii) a reduction by the Company (without the consent of the Employee, which consent may relieve the Executive from performing be revoked at any duties and pay the Executive his Base Salary (if anytime) in lieu the Employee’s Base Salary, or substantial reduction in the other benefits provided to the Employee; (iii) the assignment of notice for all or part of such thirty (30)-day period in duties inconsistent with the Company’s discretion. The Executive may initiate a rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics; or (iv) any purported termination of the Employee’s employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance with the terms hereof. Notwithstanding the foregoing, a termination shall not be treated as a resignation for Good Reason if the Employee shall have consented in writing to the occurrence of such Releasethe event giving rise to the claim of resignation for Good Reason. If the Employee gives notice of his intent to terminate his employment with Good Reason, the Executive Employee shall first provide written notice to the Company, which notice specifically identifies the event or circumstances giving rise to the Good Reason for which the Employee is terminating his employment, within ninety (90) days of when such event or circumstance giving rise to the Good Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and if the Company fails to cure within thirty (30) business days of its receipt of the notice, the Employee’s resignation for Good Reason shall be entitled to receivedeemed effective. If the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The the Company will shall pay to the ExecutiveEmployee all accrued or vested compensation, in a single lump sum payment within sixty (60including salary, commission, and bonus(es) days following through the termination dateDate of Termination, (A2) any Annual Bonus the Company shall reimburse the Employee for unpaid and approved business expenses through such Date of Termination (in accordance with the Company’s normal business expense reimbursement procedures), (3) the Equity Grant, to the extent not already paid) that, had he remained employed, would otherwise have been paid vested prior thereto or scheduled to vest in accordance with its terms prior to the Executive for any fiscal year dates set forth in this sentence, shall vest (A) as to three eighths (3/8) of the Company that was completed total amount thereof, on or before the date first anniversary of termination (the “Prior Year Bonus”) and Date of Termination, (B) a pro rata portion as to on half (1/2) of the Annual Bonus for total amount thereof, on the partial fiscal year in which second anniversary of the date Date of termination occurs in an amount Termination, and (C) as to all remaining unvested portions thereof, on the third anniversary of the Date of Termination, and (5) the Company shall pay to the Employee a severance payment equal to the product greater of (xi) FIVE HUNDRED SIXTY THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($563,750.00) ) or (ii) his Base Salary (at the target Annual Bonus multiplied by (yrate in effect on the Date of Termination) a fraction, for the numerator remainder of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount Term (the “Severance Payment”) equal ). As a condition to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of receiving the Severance Payment payable in a lump sum payment within sixty (60) days following the termination date and the remaining 50% acceleration of the vesting of the Equity Grant, the Employee will be required to execute, deliver and comply with the Company’s standard release agreement (the “Release Agreement”). Subject to Section 19 hereof, the Severance Payment to will be paid within fifteen in equal payments over the twelve (1512) days month period following the one-year anniversary effective date of the termination dateRelease Agreement on the Company’s regularly scheduled payroll payment dates.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If the ExecutiveParticipant’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, or service with the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by the Executive Participant for Good Reason, if the Executive executes and does not timely revoke a written Release Reason (as defined below) in accordance with the terms of such Release, the Executive shall be entitled to receive), in lieu of any payments under any severance plan or program for employees or executiveseither event, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, (A) any Annual Bonus (one-year prior to the extent not already paid) thatDetermination Date, 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with then 50% of the Severance Payment payable Earned Phantom Shares, if any, shall vest on the Determination Date. If the Participant’s employment or service with the Company is terminated by the Company without Cause or by the Participant for Good Reason (as defined below), in a lump sum payment within sixty (60) days either event, following the termination date and the remaining 50% of the Severance Payment Determination Date but prior to be paid within fifteen (15) days following the one-year anniversary of the Determination Date, then the remaining 50% of the Earned Phantom Shares, if any, shall vest on the date of such termination. For purposes of this Section 4(a), “Good Reason” shall include: (i) a material reduction in the Participant’s base salary or annual bonus opportunity; (ii) the relocation of the geographic location of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment at the time of the proposed relocation (excluding reasonably required business travel in connection with the performance of the Participant’s duties); or (iii) a material diminution in the Participant’s position, authority, duties or responsibilities. Notwithstanding the foregoing, any assertion by the Participant of a termination datefor Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition giving rise to the Participant’s termination of employment must have arisen without the Participant’s consent, (B) the Participant must provide written notice to the Board of the existence of such condition(s) within ninety (90) days of the initial existence of such condition(s), (C) the condition(s) specified in such notice must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice, and (D) the date of the Participant’s termination of employment must occur within ninety (90) days following the Board’s receipt of such notice.

Termination Without Cause; Resignation for Good Reason. The Company may terminate If, prior to the expiration of the Term, the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment at any time without Cause upon or the Executive’s resignation for Good Reason: (A) The Executive shall receive the Other Accrued Compensation and Benefits, payable in accordance with Company policies and practices and in no event later than thirty (30) days’ advance written notice; provideddays after the Executive’s Separation from Service, howeverunless otherwise expressly set forth in the applicable plan, program or agreement. In addition, the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days not later than the date on which the Company pays out bonuses to Company management but not later than March 15th of the year following the termination dateyear in respect of which it was earned the amount of any Bonus earned for the calendar year preceding the year in which his employment is terminated, (A) any Annual Bonus (to the extent not already theretofore 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) Company will pay Executive a pro rata portion of the Annual Bonus for the partial fiscal calendar year in which the date of termination occurs in an amount equal his employment is terminated, such Bonus to be determined based on actual performance pursuant to the product of (xperformance goal(s) the target Annual Bonus multiplied by (ydescribed in paragraph 3(b) a fractionhereof, the numerator of which shall be and then prorated based on the number of calendar days of such year elapsed through the date of Executive’s termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 employment (the “Pro Pro-Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) All then outstanding Unvested Equity Awards shall immediately vest in full and the target Annual Bonus Options shall remain exercisable as follows. (i) The 2014 Options shall remain exercisable for the year in shorter of: (x) their original term and (y) five (5) years, at which time the 2014 Options shall be cancelled. (ii) The 2015 Options shall remain exercisable for the shorter of: (x) their original term and (y) four (4) years, at which time the 2015 Options shall be cancelled. (iii) The 2016 Options shall remain exercisable for the shorter of: (x) their original term and (y) three (3) years, at which time the 2016 Options shall be cancelled. Upon cancellation, the Executive is terminated, multiplied by a fractionshall have no further rights with respect to the Options. (D) Other than pursuant to those provisions that survive termination of this Agreement, the numerator Executive shall have no further right to receive any other compensation or benefits following his termination of which shall be the number of days remaining until the Term End Date (up employment pursuant to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination datethis Section 4(c).

Termination Without Cause; Resignation for Good Reason. (i) The Company may terminate the Executive’s employment remove Executive at any time without Cause from the position in which Executive is employed hereunder upon not less than thirty (30) days’ advance prior written noticenotice of termination to Executive; provided, however, that, in the event that such notice is given, Executive shall be under no obligation to render any additional services to the Company may relieve the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretionshall be allowed to seek other employment. The In addition, Executive may initiate a termination of employment by resigning without Cause or under this Section 4(a) for Good Reason. Upon termination by Executive shall give the Company without Cause not less than thirty (30) days’ prior written notice of termination of such resignation. (ii) Upon any removal or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release (as defined belowdescribed in Section 4(a)(i) in accordance with the terms of such Releaseabove, the Executive shall 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 lieu effect immediately before the Executive’s separation from service (“Termination Annul Base Salary”). Notwithstanding the foregoing, however, if as of any the Executive’s removal or resignation described in Section 4(a)(i) above the Executive is a “specified employee” under Section 409A of the Code the Executive shall receive the severance payments under any severance plan or program for employees or executives, the followingspecified in this section (4)(a)(ii) as follows: (1) The Company will pay for the Executivefirst six months following his removal or resignation described in Section 4(a)(i) above, in a single lump sum payment within sixty Executive shall receive one sixth (601/6) 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 lesser of (i) six monthly payments of Executive’s Termination Annual Base Salary or (ii) the amount equal to two (2) times the maximum amount that was completed on or before the date of termination (the “Prior Year Bonus”may be taken into account under a qualified plan pursuant to Section 401(a)(17) and (B) a pro rata portion of the Annual Bonus Code, 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); andExecutive terminates employment; (2) The Company will pay upon the six (6) month anniversary of Executive’s removal or resignation described in Section 4(a)(i) above, Executive shall receive a lump sum payment equal to six (6) monthly payments of Executive’s Termination Annual Base Salary reduced by the amount Executive was paid under subsection 4(a)(ii)(1) above; (iii) Upon any removal or resignation described in Section 4(a)(i) above, the Executive an amount shall also receive: (the “Severance Payment”1) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus A pro rated bonus for the year in which the Executive is terminatedExecutive’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 shall be is the number of days remaining until during which the Term End Date (up to a maximum Executive was employed by the Company in the year of 365 days) his termination and the denominator of which is three hundred sixty five (365). Payment of the pro rated bonus shall be 365made to the Executive at the time the Company would have paid a bonus, with 50% 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 Severance Payment payable in a lump sum payment within sixty (60) days year following the termination date year of termination. (2) The Executive shall continue to receive the medical coverage and other health and welfare benefits in effect at the remaining 50% Date of Termination (or generally comparable coverage) 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 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 Severance Payment plan pursuant to be paid within fifteen (15) days following which the one-year anniversary coverage is provided). The COBRA health care continuation coverage period under Section 4980B of the termination dateCode, as amended, shall run concurrently with the foregoing benefit period. (iv) Notwithstanding anything set forth herein to the contrary, in the event that Executive violates the provisions of Section 5(a) of this Agreement after his separation from service, the payments and benefits provided under this Section 4(a) shall cease and all obligations of the Company under this Section 4(a) shall terminate.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the ExecutiveEmployee’s employment hereunder may also be terminated by the Company at any time for any reason without Cause upon thirty (30) days’ advance written notice; provided, howeveror by the Employee for “Good Reason”. For purposes of this Agreement, the Company may relieve the Executive from performing any duties and pay the Executive Employee shall have “Good Reason” to terminate his Base Salary employment hereunder upon (if anyi) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination failure to perform its material duties hereunder, which failure has not been cured by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days of its receipt of written notice thereof from the Employee; (ii) a reduction by the Company (without the consent of the Employee, which consent may be revoked at any time) in the Employee’s Base Salary, or substantial reduction in the other benefits provided to the Employee; (iii) the assignment to the Employee of duties inconsistent with the Employee’s status as a senior executive officer of the Company; (iv) the relocation of the Employee’s principle place of employment to a location more than thirty-five (35) miles from its current Newark, New Jersey location or outside of the New York City metropolitan areas; v) the assignment of duties inconsistent with the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics; (vi) any purported termination of the Employee’s employment not in accordance with the terms hereof; or (vii) any “Change in Control” of the Company. For purposes of this Agreement, a “Change in Control” shall mean and shall be deemed to have occurred if (A) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than ▇▇▇▇▇▇ ▇▇▇▇▇, members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs, executors or administrators of ▇▇▇▇▇▇ ▇▇▇▇▇, shall acquire in one or a series of transactions, whether through sale of stock or merger, voting securities representing more than 50% of the voting power of all outstanding voting securities of the Company or any successor entity of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution of the Company. The Employee's right to terminate the Employee’s employment for Good Reason shall not be affected by the Employee's incapacity due to physical or mental illness. The Employee's continued employment shall not constitute consent to, or a waiver of rights, with respect to any act or failure to act constituting Good Reason hereunder. Notwithstanding the foregoing, a termination shall not be treated as a resignation for Good Reason if the Employee shall have consented in writing to the occurrence of the event giving rise to the claim of resignation for Good Reason. If the Employee gives notice of his intent to terminate his employment with Good Reason, the Employee shall first provide written notice to the Company, which notice specifically identifies the event or circumstances giving rise to the Good Reason for which the Employee is terminating his employment, within ninety (90) days of when such event or circumstance giving rise to the Good Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and if the Company fails to cure within thirty (30) business days of its receipt of the notice, the Employee’s resignation for Good Reason shall be deemed effective. If the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason, (1) the Company shall provide the Employee with at least sixty (60) days’ notice (which time period may be shortened by mutual agreement of the parties) of its intent to terminate this Agreement without Cause; (2) the Company shall pay to the Employee all accrued or vested compensation, including salary, commission, and bonus(es) through the Date of Termination, (3) the Company shall reimburse the Employee for unpaid and approved business expenses through such Date of Termination (in accordance with the Company’s normal business expense reimbursement procedures), (4) all awards theretofore granted to the Employee under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule notwithstanding the termination of employment, and (5) the Company shall pay to the Employee a severance payment equal to the greater of (i) the amount he would be entitled to under Company policy in effect at the time of termination, and (ii) his Base Salary plus his target bonus under Section 6(b) hereof (at the rates in effect on the Date of Termination) for the remainder of the Term, but in no event less than a 12-month period (the “Severance Payment ”). As a condition to receiving the Severance Payment, the Employee will be required to execute and deliver the Company’s standard release agreement (the “Release Agreement”). Subject to Section 19 hereof, the Severance Payment will be paid over the period of time covered thereby following the one-year anniversary effective date of the termination dateRelease Agreement on the Company’s regularly scheduled payroll payment dates.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by if the Executive should resign for Good Reason, if prior to the Executive executes and does not timely revoke a written Release (as defined below) in accordance with expiration of the terms of such ReleaseTerm, the Executive she shall be entitled to receive: (A) the Salary provided for in Section 3(a) as accrued through the date of such resignation or termination, in lieu payable within 30 days following termination and (subject to the Executive’s execution and delivery of a general release of all claims against the Affiliated Companies and the expiration of any payments under any severance plan or program for employees or executivesrelease revocation period, which release shall be consistent with the following: terms of this Agreement and in form reasonably acceptable to the Company (1) The Company will pay the Executive“Release”), in a single lump sum payment within sixty (60) calendar days following termination of employment), continued payment of the Executive’s then-current Salary for a period of six (6) months (the “Continuation Period”), payable in accordance with the Company’s usual payment practices; provided that the first payment shall be made on the sixtieth (60th) calendar day following termination dateof employment and shall include payment of any amounts that would otherwise be due prior thereto; (B) at the time of, on the terms of, and otherwise consistent with payments to similarly-situated executives, (Ax) any Annual Bonus (to earned but not yet paid in respect of any calendar year preceding 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 in which such termination or before the date of termination (the “Prior Year Bonus”) resignation occurs and (By) an Annual Bonus for the calendar year in which the Executive’s termination of employment or resignation occurs equal to a pro rata portion of the Annual Bonus for the partial fiscal year in which the date of termination occurs in an amount equal to the product of (x) the Executive’s target Annual Bonus multiplied by (y) a fractionBonus, if any, for such year, determined on the numerator basis of which shall be the number of days elapsed in such year through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on termination of employment or resignation, provided, however, that if the date Executive’s employment is terminated during the first three months of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fractionfiscal year, the numerator of which no such bonus shall be the number of days remaining until the Term End Date (up payable with respect to a maximum of 365 days) and the denominator of which shall be 365, that fiscal year; and (C) any unreimbursed expenses. Except to the target Annual Bonus for extent required pursuant to Section 22 hereof, during the year in which Continuation Period, Salary payments to the Executive is terminated, multiplied by a fraction, the numerator of which shall be payable in accordance with the number customary payroll practices of days remaining until the Term End Date (up Company. Subject to a maximum the Executive’s execution and delivery of 365 days) the Release and the denominator expiration of which shall be 365, with 50% of the Severance Payment payable in a lump sum payment any release revocation period within sixty (60) calendar days following termination of employment, the termination date Executive (and those eligible dependents who were participants in the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary 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, is no less than the aggregate value of the compensation or benefits that the Executive would have received under such plan or program had she been eligible to participate therein or had such plan or program continued to be maintained by the Company. (ii) Except as may be provided under the terms of any applicable grants to the Executive under the LTIP, Section 18, any plan or arrangement in which the Executive participates, or as may be otherwise required by applicable law (including, without limitation, the provisions of Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”)), the 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 her pursuant to this Section 7(b) or other benefits to which she is entitled pursuant hereto, except as provided in the immediately preceding paragraph. Notwithstanding anything to the contrary in this Agreement, the right of the Executive to receive payments provided for in this Section 7(b) shall be subject to Section 8 of this Agreement. (iii) The date of termination of employment by the Company pursuant to this Section 7(b) shall be the date specified in the written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the Executive of the written notice of termination from the Company. The date of a resignation by the Executive pursuant to this Section 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company which, in the case of a proposed resignation to which the 30-day cure period provided for in subsection 7(a)(iii) above applies shall be no less than 31 days after the delivery of such notice to the Company; and in the case of a proposed resignation to which the 30-day cure period does not apply and in which no date is specified therein, the date of resignation shall be ten business days after receipt by the Company of the written notice of resignation from the Executive.

Termination Without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and; (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to two times the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date plus (up to a maximum of 365 days) and the denominator of which shall be 365, and (CB) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-one- year anniversary of the termination date; (3) To the extent 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 the Executive shall immediately vest and, as applicable, be paid or distributed, and/or become exercisable in full; and (4) The Company shall make a lump-sum payment within sixty (60) days following the termination date equal to the COBRA premiums that the Executive would pay if the Executive elected continued health coverage under the Company’s health plan for the Executive and the Executive’s dependents, provided that the dependent was covered under the Company’s health plan as of the Executive’s termination date, for the eighteen (18)-month period following the termination date, based on the COBRA rates in effect at the termination date (the “COBRA Payment”).

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If, prior to the expiration of the Term, the Executive’s employment at any time without Cause upon thirty (30) days’ advance written notice; provided, however, with the Company may relieve Group is terminated by the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning Company Group without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by if the Executive resigns from his employment hereunder for Good Reason, if then in addition to the Executive executes and does not timely revoke a written Release (as defined below) amounts set forth in accordance with the terms of such ReleaseSection 6(a), the Executive shall be entitled to receive, in lieu of any the following payments under any severance plan or program for employees or executives(collectively, the following: (1) The Company will pay the Executive, in a single lump sum payment within sixty (60) days following the termination date, “Severance Payments”): (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 or resignation occurs in an amount equal to the product of calculated by multiplying (x) the target Annual Bonus multiplied for the year of termination (based and on the assumption that all performance targets have been or will be achieved) by (y) a fraction, the numerator of which shall be is the number of days elapsed through the date Executive was employed during the year of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 is 365; and (the “Pro Rata Bonus”); and (2B) The Company will pay the Executive an amount (the “Severance Payment”) a payment equal to the Applicable Multiple (as defined below) times the sum of (x) the Reference Salary, (y) the Reference Bonus and (z) the Reference Benefits Value (each as defined below). “Applicable Multiple” means (A) two, in the event the termination without Cause or resignation for Good Reason occurs prior to a Change in Control of the Company (as defined in Section 7(b)), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), and (B) three, in the event the termination without Cause or resignation for Good Reason occurs on or after a Change in Control of the Company; provided, however, that, if within six months prior to the date on which a Change in Control occurs, the Executive’s Base Salary employment with the Company Group is terminated by the Company without Cause or by the Executive for Good Reason and it is reasonably demonstrated that such termination of employment without Cause or Good Reason event was in effect contemplation of the Change in Control, then the Applicable Multiple shall be three, but the Severance Payments then payable shall be reduced by any Severance Payments previously paid to the Executive under this Section 6(c) by the Company Group as a result of such termination or resignation of employment and any remaining portion of the Severance Payments shall be payable at the time contemplated by Section 6(c)(ii) or, if such date has already occurred, on the date of termination (without giving effect to any reduction the Change in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination dateControl.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (A) Subject to the provisions of Section 4.2(e) hereof, if, prior to the expiration of the Term, the Executive’s 's employment at any time is terminated by the Corporation without Cause upon thirty (30) days’ advance written notice; providedCause, howeverand other than as a result of his death or Disability, the Company may relieve or if the Executive resigns from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company without Cause or resignation by the Executive 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 be entitled to receivereceive as severance benefits (the "Severance Benefits") the following: (I) his Base Salary at the annual rate then in effect immediately prior to such termination or resignation or, in lieu as the case may be, his compensation under Section 3.2(b) through the effective date of such termination or resignation; (II) the Incentive Compensation the Executive would have earned, prorated to the effective date of such termination or resignation; (III) continued coverage for the Term under the Corporation's health and insurance plans applicable to the Executive immediately prior to such termination or resignation or, if any payments under any severance such plan or program for employees or executivesdoes not permit continued coverage of the Executive, the following: Corporation shall arrange to provide a benefit substantially similar to and no less favorable than the benefits he was entitled to under such plan; and (IV) a lump sum severance payment equal to 2.99 times the Executive's "Base Amount," as such term is defined in Section 280G of the Internal Revenue Code (the "Code") (subject to any applicable payroll or other taxes and charges required to be withheld computed at the rate for supplemental payments) provided that in no event shall "Total Payments" (as hereinafter defined) exceed 2.99 times the Executive's Base Amount. The Executive's Base Amount shall be determined in accordance with temporary or final regulations promulgated under section 280G of the Code then in effect, if any. In the absence of such regulations, if the Executive were not employed by the Corporation (or the corporation or partnership affiliated with the Corporation (an "Affiliate") within the meaning of Section 1504 of the Code or a predecessor of the Corporation) during the entire five calendar years (the "Base Period") preceding the calendar year in which a Change in Control of the Corporation occurred, the Executive's average annual compensation for the purposes of such determination shall be the lesser of (1) The Company will pay the average of the Executive's annual compensation for the complete calendar years during the Base Period during which the Executive was so employed or (2) the average of the Executive's annual compensation for both complete and partial calendar years during the Base Period during which the Executive was so employed, determined by any compensation (other than nonrecurring items) includable in the Executive's gross income for any partial calendar year or (3) the annual average of the Executive's total compensation for the Base Period during which the Executive was so employed, determined by dividing such (B) The date of termination of employment by the Corporation under this Section 4.2 shall be the date specified in a single lump sum payment within sixty (60) days following the written notice of 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 (which date shall be no earlier than the date of termination (furnishing such notice) or, if no such date is specified therein, the “Prior Year Bonus”) and (B) a pro rata portion date on which such notice is given to the Executive. The date of resignation under this Section 4.2 shall be two weeks after receipt by the Corporation of the Annual Bonus for the partial fiscal year in which the date written notice 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and resignation. (C) Resignation for "Good Reason" shall mean the target Annual Bonus for Executive's voluntary termination of employment with the year Corporation because of (I) a reduction, without the Executive's written consent, in which the Executive Executive's current base or aggregate compensation, unless such reduction is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up generally applicable to a maximum of 365 days) and the denominator of which shall be 365, with 50% all executives of the Severance Payment payable Corporation, (II) a reduction without the Executive's consent, in a lump sum payment within sixty (60) days following the termination date and the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary of the termination date.Executive's then current responsibilities as

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment is terminated by the Company without Cause (as defined below) or by the Executive for Good Reason (as defined below), the provisions of this Section 7 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time without Cause upon not less than thirty (30) days’ advance prior written notice; provided, however, the Company may relieve notice to the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or resign for Good Reason. Upon . (b) Unless the Executive complies with the provisions of Section 7(c) below, upon termination by under Section 7(a) above, no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in accordance with the terms of any applicable benefit plans and programs of the Company without Cause or resignation by (the Executive for Good Reason“Accrued Obligations”). (c) Notwithstanding the provisions of Section 7(b), upon termination under Section 7(a) above, if the Executive executes and does not timely revoke a written Release (as defined below) in accordance release of any and all claims against the Company or its affiliates, with respect to all matters arising out of the Executive's employment with the terms Company, in 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 such ReleaseSection 15 below and Exhibit A and Exhibit B, in addition to the Accrued Obligations, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, receive the following: (1i) The Company will pay Continuation of the Executive's Base Salary for eighteen (18) months (the “Severance Term”), at the rate in a single lump sum payment within sixty (60) days following effect for the termination date, (A) any Annual Bonus (to year in which 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 Executive's date of termination occurs, which amount shall be paid in regular payroll installments over the applicable period following the Executive's termination date; and (the “Prior Year Bonus”ii) and (B) a pro rata portion of the A prorated Annual Bonus for the partial fiscal year in which the date Executive's termination of termination occurs in an amount equal to the product of (x) the target Annual Bonus multiplied by (y) a fractionemployment occurs, the numerator of which shall be determined by multiplying the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Executive's Target Incentive Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (Bdefined below) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be is the number of days remaining until during which the Term End Date (up to a maximum of 365 days) 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 365paid at the same time as bonuses are paid to other employees of the Company, but not later than March 15 of the fiscal year following the fiscal year for which it was earned. (iii) A portion of the unvested PSUs which would have vested if the vesting period for the PSUs ended on the date of termination, based upon the actual level of performance through the termination date, shall vest as of the date immediately prior to the termination date (the “Accelerated PSUs”). Shares subject to the Accelerated PSUs shall be issued to the Executive no later than March 15th of the calendar year following the end of the applicable performance vesting period. (iv) A portion of the unvested Time Based RSUs, and each other equity incentive award granted to Executive that is subject to time-based vesting but not performance­ based vesting, that would have become vested during the twelve (C12) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment payable in a lump sum payment within sixty (60) days month period following the termination date and date, had the remaining 50% termination of employment not occurred, shall vest as of the Severance Payment date immediately prior to be paid within fifteen (15) days following the one-year anniversary of the termination date. (v) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all material respects as the coverage provided to the Company's then other active senior executives for the Severance Term; provided that the Executive shall pay an amount equal to the amount active employees pay for such coverage as of the date of the Executive’s termination (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 subsection(c)(v) shall be reduced or eliminated to the 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 making payments under this Section 7(c)(v) 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)(v) in a manner as is necessary to comply with such requirements and avoid such penalties.

Termination Without Cause; Resignation for Good Reason. If the Executive’s employment 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 without Cause upon thirty (30) days’ advance with prior written notice; provided, however, the Company may relieve notice to the Executive from performing any duties and pay the Executive his Base Salary (if any) in lieu of notice for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or resign for Good Reason. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, if the Executive executes and does not timely revoke a written Release Reason (as defined below). (b) Unless the Executive complies with the Release Requirement (as defined below), no other payments or benefits shall be due under this Agreement to the Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2, any benefits accrued and due in accordance with the terms of such Releaseany applicable benefit plans and programs of the Company (the “Accrued Obligations”). (c) Notwithstanding the provisions of Section 8(b), upon termination under Section 8(a) above, subject to the Release Requirement, and so long as the Executive continues to comply with the provisions of Section 16 below, in addition to the Accrued Obligations, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, receive the following: (1i) 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 Continuation 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary for four (4) months (the “Severance Term”), at the rate in effect on for the year in which the Executive’s date of 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 giving effect negative discretion, and provided that any personal goals shall be considered to any reduction in Base Salary that constitutes Good Reason) multiplied be fulfilled, by a fraction, the numerator of which shall be is the number of days remaining until during which the Term End Date (up to a maximum of 365 days) 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 365paid at the same time as bonuses are paid to other employees of the Company, and but not later than March 15 of the fiscal year following the fiscal year for which it was earned; (Ciii) Any unpaid Carve-Out Payments, paid at the target Annual Bonus for the year time set forth in which Section 3(b); and (d) If the Executive is terminatedtimely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), multiplied by a fractionthen continued health (including hospitalization, medical, dental, vision etc.) insurance coverage substantially similar in all material respects as the numerator coverage provided to the Company’s then other active senior executives for twelve (12) months; provided that the Executive shall pay an amount equal to the amount active employees pay for such coverage as of which shall be the number date of days remaining until the Term End Date Executive’s termination (up to a maximum of 365 daysthe “Monthly COBRA Costs”) and the denominator period of which 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 365, with 50% reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Severance Payment payable in a lump sum payment within sixty (60Executive’s subsequent or other employment. The Executive acknowledges that the payments pursuant to this Section 8(d) days following the termination date are taxable and the remaining 50% of the Severance Payment subject to be paid within fifteen (15) days following the one-year anniversary of the termination dateapplicable withholding and payroll taxes.

Termination Without Cause; Resignation for Good Reason. The Company Employer may terminate the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretionCause. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination by the Company Employer without Cause or resignation by the Executive for Good Reason, the Executive shall be entitled to receive any accrued but unpaid Base Salary and business or other expenses incurred up to the date of termination and reimbursable pursuant to Section 5(a) and/or Section 5(b), and any benefits accrued and due under any applicable benefit plans and programs of the Employer, including any vested Options or Restricted Stock (“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Executive executes or revokes a written Agreement and Release (as defined below). In addition, in the event that the Executive is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Executive within five (5) days of such termination or resignation an Agreement and Release and in consideration for the Executive’s compliance with the undertakings set forth in Section 14(a) and in the other provisions of Section 14, if the Executive executes and delivers to the Company the Agreement and Release within fifty (50) days of the Executive’s termination of employment, and does not timely revoke a written such Agreement and Release such that it becomes effective by its terms prior to the sixtieth (as defined below60th) in accordance with day following the terms Executive’s termination of such Releaseemployment, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (a) a cash payment equal to one (1) The Company will pay times the Executive’s annual Base Salary as in effect on the date on which the Executive’s employment is effectively terminated with the Company (the “Termination Date”), plus one (1) times the Executive’s Target Bonus, with the sum of those two amounts payable immediately on the sixtieth (60th) day after the Executive’s Termination Date, provided Executive does not revoke such Agreement and Release prior to such date; (b) reimbursement in a single lump sum cash equal to 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Employer’s health plans during the twelve (12) month period following the Executive’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days following after the termination dateExecutive’s Termination Date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s Termination Date and ending on the date of the first reimbursement payment. If the Company so determines in its sole discretion, (A) any Annual Bonus (or to the extent not already paid) thatrequired by law, had he remained employed, would otherwise have been paid reimbursement payments shall be treated as taxable compensation to the Executive for Executive; (c) accelerated vesting of any fiscal year Options, Anti-Dilution Options and Restricted Shares granted pursuant to Section 2(c) that remain unvested as of the Company that was completed on or before the date of the Executive’s termination (of employment, subject to the “Prior Year Bonus”) terms and (B) a pro rata portion conditions of the Annual Bonus for Equity Plan, including 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 fractionminimum vesting provisions set forth therein, the numerator of which shall be the number of days elapsed through the date of termination in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”)applicable grant agreement, including all vesting provisions therein; and (2d) The Company will pay the Executive an amount (the “Severance Payment”) equal Employer shall have no additional obligations to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50% of the Severance Payment 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 within fifteen (15) days following the one-year anniversary of the termination date.

Termination Without Cause; Resignation for Good Reason. The Company may terminate (i) If the Executive’s employment at any time without Cause upon thirty (30) 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 for all or part of such thirty (30)-day period in the Company’s discretion. The Executive may initiate a termination of employment by resigning without Cause or for Good Reason. Upon termination is terminated by the Company without Cause or resignation by if the Executive should resign for Good Reason, if prior to the Executive executes and does not timely revoke a written Release (as defined below) in accordance with expiration of the terms of such ReleaseTerm, the Executive 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; (B) any unreimbursed expenses; and, in lieu of any payments under any severance plan or program for employees or executives, the following: (1) The Company will pay subject to the Executive’s execution and delivery of a general release of all claims against the Company and its affiliates, in a single lump sum payment which release shall be consistent with the terms of this Agreement (the “Release”), within sixty (60) days following termination of employment: (C) a lump sum payment on the 60th day following the Executive’s 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 employment of termination (the “Prior Year Bonus”) and (B) a pro rata portion of his annual and long term performance bonuses (other than the Annual Bonus for the partial fiscal year EBITDA Award set forth in which the date Section 4(a) of termination occurs in an amount equal to the product of (xthis Agreement) 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 in the fiscal year in which the date of termination occurs and the denominator of which shall be 365 (the “Pro Rata Bonus”); and (2) The Company will pay the Executive an amount (the “Severance Payment”) equal to the sum of (A), the Public Offering Bonus (to the extent not already paid, regardless of whether there has been a Public Offering or six months have passed after the Effective Date), (B) the Executive’s Base Salary in effect on the date of termination (without giving effect to any reduction in Base Salary that constitutes Good Reason) multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, and (C) the target Annual Bonus for the year in which the Executive he is terminated, multiplied by a fraction, the numerator of which shall be the number of days remaining until the Term End Date (up to a maximum of 365 days) and the denominator of which shall be 365, with 50terminated as if 100% of the Severance Payment payable in performance targets were met, (D) a lump sum payment on the 60th day following the Executive’s termination of employment equal to the greater of (x) annual base salary for the remainder of the Executive’s employment contract or (y) two (2) times the sum of the Executive’s annual base salary and maximum annual performance bonus, (E) immediate vesting of all equity awards granted to the Executive by the Company (other than the EBITDA Award set forth in Section 4(a) of this Agreement) and (F) the immediate lapse of all lock-up restrictions on all of the Executive’s stock in the Company . Subject to the Executive’s execution and delivery of the Release within sixty (60) days following termination of employment, the termination date Executive (and those eligible dependents who were participants in the remaining 50% of the Severance Payment to be paid within fifteen (15) days following the one-year anniversary 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 day which is 24 months following the termination date (such period, 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, 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. (ii) Except as may be provided under the terms of any applicable grants to the Executive, under any plan or arrangement in which the Executive participates or except as may be otherwise required by applicable law, including, without limitation, the provisions of Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”) or as set forth under Section 17, the 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) or other benefits to which he is entitled pursuant hereto, except as provided in the immediately preceding paragraph. Notwithstanding anything to the contrary in this Agreement, the right of the Executive to receive payments provided for in this Section 7(b) shall be subject to Section 8 of this Agreement. In addition, the Company’s obligation to pay the Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or its affiliates. (iii) The date of termination of employment by the Company pursuant to this Section 7(b) shall be the date specified in the written notice of termination from the Company to the Executive or, if no date is specified therein, ten business days after receipt by the Executive of the written notice of termination from the Company. The date of a resignation by the Executive pursuant to this Section 7(b) shall be the date specified in the written notice of resignation from the Executive to the Company or, if no date is specified therein, ten business days after receipt by the Company of the written notice of resignation from the Executive.