Common use of Transition and Separation Clause in Contracts

Transition and Separation. As you know, your employment with the Company is ending effective March 31, 2013 (the “Separation Date”). Between now and the Separation Date (the “Transition Period”), you agree to provide transition services to the Company as more fully described herein. a. By signing below, you hereby confirm that, effective as of February 1, 2013, you resigned as each of the Principal Accounting Officer, Secretary, Treasurer and Chief Financial Officer for the Company, and acknowledge and agree that no such resignations were for Good Reason as defined in Section 6(i) of that certain Employment Agreement between you and the Company dated November 5, 2010 and attached hereto as Exhibit A (the “Employment Agreement”). b. During the Transition Period, you shall continue to hold the position of Executive Vice President of Operations. You shall report to the Board of Directors through its Chairman for all purposes during the Transition Period; effective immediately, you shall no longer report to ▇▇▇▇▇ ▇▇▇▇▇▇▇. You agree to cooperatively and diligently provide the transition services outlined in Exhibit B to this Agreement and any other services as may otherwise be reasonably requested by the Company. c. During the Transition Period, the Company will continue to pay you your regular base salary, and you will continue to be eligible to (i) participate in benefits customarily afforded to other employees, including participation in the Company-sponsored health benefits plan to the fullest extent allowed by the plan, and (ii) continue vesting of your Options and RSUs (as defined and described in Paragraph 6 below). ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ d. On the Separation Date, you will resign from all officer positions you hold with the Company as of that time.

Transition and Separation. As we have discussed, you know, and the Company have agreed that it is in both parties’ interests to part ways and for your employment with the Company is ending effective to conclude on March 31, 2013 (the “Separation Date”). In connection with your transition from employment with the Company, you agree to immediately resign from all officer and board (but not employment) positions you currently hold with the Company, as provided in Paragraph 2 below. Between now and the Separation Date (the “Transition Period”), you agree to cooperatively provide transition services to the Company as more fully described herein. a. By signing below, you hereby confirm that, effective as of February 1, 2013, you resigned as each of the Principal Accounting Officer, Secretary, Treasurer and Chief Financial Officer for may be reasonably requested by the Company, including the transfer of the responsibilities and acknowledge duties, and agree that no such resignations were for Good Reason as defined in Section 6(i) related knowledge, of that certain Employment Agreement between you and the Company dated November 5, 2010 and attached hereto as Exhibit A your position (the “Employment AgreementTransition Services”). b. . During the Transition Period, you shall continue make yourself reasonably available via telephone or email to hold provide the position of Executive Vice President of Operations. You shall report Transition Services to the Board of Directors through its Chairman for all purposes during the Transition PeriodCompany; effective immediately, you shall no longer not report to ▇▇▇▇▇ ▇▇▇▇▇▇▇. You agree to cooperatively and diligently provide into the transition services outlined in Exhibit B to this Agreement and any other services office except as may otherwise be reasonably requested (with advance notice) by the Company or as otherwise agreed by you and the Company. c. During the Transition Period, the . The Company will continue to pay you your regular base salary, and you will continue to be eligible to (i) participate in benefits customarily afforded to other employees, including participation in the Company-sponsored health benefits plan to the fullest extent allowed by the plan. By signing below, you agree and (ii) continue vesting acknowledge that the transition of your Options and RSUs (as defined and employment, including the resignation described in Paragraph 6 below). ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ d. On 2 and the Separation Dateattached Exhibit A, do not constitute a termination without Cause or resignation for Good Reason as defined in Section 10 of that certain Executive Employment Agreement between you will resign from all officer positions you hold with and the Company dated as of that timeAugust 18, 2010 (the “Employment Agreement”) and do not trigger your rights to, or an obligation on the part of the Company to offer you, any separation benefits, including as described in Section 11 of the Employment Agreement.