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

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. IfIn the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the Employment eighteen (18) months following the Date of Termination (the “Salary Continuation Period, the Company shall terminate the Executive's employment without Cause or ”) the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paidreceive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to will be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount payable equal to the product Executive’s Annual Bonus, based upon achievement of (x) performance objectives as set forth in the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminatedProgram, and (y) multiplied by a fraction, the numerator of which is the number of days full weeks in such fiscal year through the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the total number “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance MultipleTermination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive's eligible family members ’s COBRA premiums, less any contribution required by the Executive consistent with group health insurance coverage at least equal the contributions required of similarly situated executives who continue to that which would have been provided to them if be employed by the Executive's employment had not been terminatedCompany); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage benefits under another employer's plansemployer provided plan, the Company's obligations Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Section 4(a)(iii) shall be reduced Agreement in accordance with Company policy, to the extent comparable not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage is actually provided are subject to and conditioned upon the Executive executing a valid general release and waiver (in the Executive's eligible family members, and any such coverage shall be reported by the Executive form acceptable to the Company. (iv) The Company shall), at its sole expense and on an as-incurred basis, provide waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with outplacement services the scope Restrictive Covenants provided in Sections 7 and provider 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of which shall be reasonable a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and consistent with industry practice except for similarly situated executives; and (v) To any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent not theretofore paid or providedrequired by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive have no additional obligations under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.this Agreement.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) paid the Executive's ’s earned but unpaid Base Salary and Salary, accrued but unpaid vacation pay through the Date of Termination, any vested amounts due to the Executive under any plan, program or policy of the Company, to the extent not previously paid (if any) (together, the “Accrued Obligations”). (ii) In addition, the Executive shall be paid or shall receive: (A) An amount (the “Severance Amount”) equal to the sum of: (1) Two times the sum of (i) the Base Salary in effect on the Date of Termination (but in no event less than the highest Base Salary paid to the Executive during the Employment Period) and any (ii) the greater of (x) the Target Annual bonus Bonus and (y) the actual Annual Bonus paid to the Executive in respect of the last full calendar year immediately preceding the Date of Termination, (2) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination Termination, to the extent not previously paid (the "Accrued Obligations"if any), and and (B3) two (A pro rata portion of the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the partial fiscal year of the Company in which the Date of Termination occurs, determined by multiplying the Executive shall be paid an Target Annual Bonus (or such higher amount in an amount equal to the product of (x) the amount sole discretion of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (yCompensation Committee) by a fraction, the numerator of which is the number of days elapsed in such fiscal the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")365; (iiiB) For a period The portion of years equal any then-outstanding restricted stock and other equity awards granted to the Severance Multiple, Executive under any of the Company shall continue to provide Company’s equity incentive plans (or awards substituted therefor covering the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that securities of a successor company) which would have been provided to them if become vested and, as applicable, exercisable during the 12 month period immediately following the Executive's employment ’s Date of Termination had not been terminatedthe Executive remained continuously employed by the Company during such period shall become immediately vested and, as applicable, exercisable; provided, however, that if the termination occurs on or within 12 months following a Change in Control, then any such equity awards shall vest and become exercisable in full (the “Vesting Acceleration”). The accelerated portion of such equity awards shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of the Release (as defined below). The portion of any outstanding restricted stock and other equity awards that does not become vested and, as applicable, exercisable in accordance with this Section 4(a)(ii)(B) (whether because such portion would not have vested during the 12 month period immediately following the Executive’s Date of Termination or because the Executive does not timely execute and not revoke the Release) shall automatically be cancelled and forfeited, and the Executive shall have no further interest therein. (C) During the period commencing on the Date of Termination and ending on the earlier to occur of (i) the 18 month anniversary of the Date of Termination and (ii) the date on which the Executive becomes re-employed with another employer and is eligible to receive for coverage under the group health insurance plan of a subsequent employer (of which eligibility the Executive hereby agrees to give prompt notice to the Company), subject to the Executive’s valid election to continue healthcare coverage under another employer's plansSection 4980B of the Internal Revenue Code and the regulations thereunder (together, the “Code”), the Company shall continue to provide, at the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to ’s expense, the Executive and the Executive's ’s eligible family membersdependants with coverage under its group health plans at the same levels as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination (the “COBRA Coverage”), provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and any such Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). The Accrued Obligations shall be reported by paid when due under applicable law and, subject to Section 12(e) below, the Executive to Severance Amount shall be paid on the Company60th day after the Date of Termination (or, if not a business day, on the first business day following such 60th day). (iviii) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide Notwithstanding anything herein to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoingcontrary, it shall be a condition to the Executive's ’s right to receive any of the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii)Severance Amount, (iii) and (iv) above the Vesting Acceleration and/or the COBRA Coverage that the Executive execute, timely execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) and not revoke a release of claims (if any revocation period is required by applicable law) in substantially the form attached hereto as Exhibit A.A (the “Release”).

Without Cause or for Good Reason. IfSubject to Section 4(e) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”). (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and (B) an amount equal to two (2) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date of Termination, plus (y) the average highest Annual Bonus received earned by the Executive for (regardless of whether such amount was paid out on a current basis or deferred) during the three complete fiscal years Employment Period (or such lesser number or, in the event that the Date of years as the Executive has been employed by the Company) of the Company immediately Termination occurs prior to the Termination Date (end of the "Severance Amount"); (ii) At completion of the time when annual bonuses are paid to the Company's other senior executives for the first full fiscal year of the Company during the Employment Period, then the amount in which clause (y) shall be determined by the Compensation Committee in its sole discretion, but in no event shall such amount be less than the Base Salary in effect on the Date of Termination occursTermination), plus (z) the highest Equity Award Value (as defined below) of any Annual Grant made to the Executive by the Company during the Employment Period. For purposes of this Agreement, “Equity Award Value” shall mean (A) with respect to Stock Options and Stock Appreciation Rights (each as defined in the Incentive Plan), the Executive shall be paid an Annual Bonus grant date fair value, as computed in an amount equal to the product of accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminatedor any successor accounting standard), and (yB) a fraction, with respect to Awards (as defined in the numerator of which is the number of days in such fiscal year through the Date of Termination Incentive Plan) other than Stock Options and the denominator of which is the total number of days in such fiscal year Stock Appreciation Rights (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.excluding cash Awards

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate The Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Companies without Cause or Cause. In the event of such termination, the Executive shall terminate his employment for Good Reason: be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with the Covenants Agreements and the Executive’s execution of a release of claims in favor of the Companies, its or their Affiliates and its or their respective officers and directors in a form provided by the Companies (ithe “Release”) The and such Release becoming effective within sixty (60) days following the Termination Date (such sixty (60)-day period, the “Release Execution Period”), the Executive shall be paidentitled to receive the following: 1. a severance payment equal to one (1) times the sum of the Executive’s then-current Base Salary (prior to a material reduction described in Section V.A.3.a above) for the year in which the Termination Date occurs, which shall be paid on the Companies’ regular payroll dates over a period of twelve (12) months, beginning with the first regular payroll date that occurs on or after sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in a single lump sum one taxable year and ends in another taxable year, payment within 60 days after shall not be made until the Date beginning of Terminationthe second taxable year. 2. If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the aggregate amount Companies shall reimburse the Executive for a portion of (A) the monthly COBRA premium paid by the Executive for the Executive and the Executive's earned but unpaid Base Salary and accrued vacation pay through ’s dependents equal to the Date of Termination, and any Annual bonus required monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. Such reimbursement shall be paid to the Executive pursuant to Section 2(b)(iion the thirtieth (30th) above for any fiscal year day of the Company that ends month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12)-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or before other source. Notwithstanding the Date of Termination foregoing, if the Companies’ making payments under this Section V.B would violate the nondiscrimination rules applicable to non-grandfathered plans under the extent not previously paid Affordable Care Act (the "Accrued Obligations"“ACA”), or result in the imposition of penalties under the ACA and (B) two (the "Severance Multiple") times related regulations and guidance promulgated thereunder), the sum parties agree to reform this Section V.B in a manner as is necessary to comply with the ACA. 3. If the Executive is not a participant in a health insurance plan offered by the Companies as of (x) the annual Base Salary in effect on the Termination Date plus (y) Date, the average Annual Bonus received Companies shall reimburse the Executive for a portion of the reasonable and documented monthly premium paid by the Executive to maintain different health insurance for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which ’s dependents in an amount no greater than would have been provided to them if the Executive's employment had not been terminated; provided, however, that Executive if the Executive becomes re-employed with another employer and is had elected COBRA continuation coverage under Section V.B, for a participant in the “base” health insurance plan offered by the Company. Such reimbursement shall be paid to the Executive on the thirtieth (30th) day of the month immediately following the month in which the Executive submits documentation to the Company of the Executive’s timely remittance of the premium payment. The Executive shall be eligible to receive group health insurance coverage under another employer's plans, such reimbursement until the Company's obligations under this Section 4(a)(iiiearliest of: (i) shall be reduced to the extent comparable coverage is actually provided to twelve (12)-month anniversary of the Executive Termination Date and (ii) the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and date on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is becomes eligible to receive under substantially similar coverage from another employer or other source. 4. The treatment of any plan, program, policy or practice or contract or agreement outstanding equity awards shall be determined in accordance with the terms of the Company Stock Plan and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.applicable award agreements.

Without Cause or for Good Reason. If, during In the Employment Periodevent Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason (but in the absence of a Change in Control which shall be governed under Section 6), the Company shall terminate pay to Employee (i) any unpaid portion of the Executive's employment without Cause or Base Salary through the Executive Termination Date at the rate then in effect, (ii) any earned but yet unpaid STI Payment for the calendar year prior to the Termination Date, (iii) any unreimbursed Business Expenses through the Termination Date, and (iv) such employee benefits, if any, as to which Employee may be entitled pursuant to the terms governing such benefits. The amounts, if any, set forth in (i), (ii), (iii), and (iv) shall terminate his employment for Good Reason:be collectively referred to herein as the “Accrued Payments”. In addition, and contingent upon Employee satisfying the Severance Conditions (as defined below), the Company shall also provide the following payments and other benefits (the “Severance Package”): (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date Payment of Termination, the aggregate an amount equal to twenty-four (24) months of (A) the Executive's earned but unpaid Employee’s Base Salary and accrued vacation pay through as of the Termination Date of Termination(or, and any Annual bonus required to be paid if Employee’s termination is due to the Executive pursuant to Section 2(b)(iiGood Reason event described in clause (i) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"first sentence in Section 6(e), and as of the date immediately preceding the date of the reduction constituting Good Reason), payable in substantially equal monthly installments over a period of twenty-four (B24) two months beginning on the first payroll date which occurs in the first month following the Termination Date; plus (the "Severance Multiple"ii) Payment of an amount equal to 2.0 times the sum of (x) the annual Target STI Amount, calculated based on Employee’s Base Salary in effect on the Termination Date plus (y) or, if Employee’s termination is due to the average Annual Bonus received by the Executive for the three complete fiscal years Good Reason event described in clause (or such lesser number of years as the Executive has been employed by the Companyi) of the Company first sentence in Section 6(e), as of the date immediately prior to preceding the date of the reduction constituting Good Reason), payable in substantially equal monthly installments over a period of twenty-four (24) months beginning on the first payroll date which occurs in the first month following the Termination Date (the "Severance Amount");Date; plus (iiiii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year Payment of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount a pro-rata portion of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) Target STI Amount multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in such fiscal the calendar year through the Date of Termination Employee’s termination, and the denominator of which is 365 (the total number of days in such fiscal year (a "“Pro-Rated Annual Rata Bonus"”); (iii) For a period , payable as soon as administratively feasible following preparation of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) shall be reduced of the calendar year following the calendar year to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any which such coverage shall be reported by the Executive to the Company.STI Payment relates; (iv) The Company shallPay or reimburse on a monthly basis the premiums required to continue Employee’s (and his spouse’s and dependent children’s) group health care coverage for a period of twenty-four (24) months following Employee’s Termination Date, at its sole expense provided that Employee or his spouse or dependent children, as applicable, elect benefits under Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, or if coverage cannot be provided under COBRA or the Company’s health and on an as-incurred basiswelfare plans, provide the Executive with outplacement services the scope and provider of which such health care continuation premiums shall be reasonable provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and consistent remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with industry practice each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for similarly situated executivesthe month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; andplus (v) To All unvested time-based LTI Grants held by Employee shall immediately and automatically vest in full and, in the case of options or other exercisable LTI Grants, shall remain exercisable for the period of time set forth in the applicable award agreement; provided that, in the event a time-based LTI Grant is “non-qualified deferred compensation” subject to the requirements of Code Section 409A and the Treasury Regulations promulgated thereunder (“Section 409A”), such LTI Grant will be paid at the same time and in the same form as it would have been paid had Employee continued to be employed by the Company, unless the applicable award agreement expressly provides for a different time and form of payment; plus (vi) All outstanding performance-based LTI Grants held by Employee shall remain outstanding through the end of the respective performance period, and may be deemed earned and vested at the end of the respective performance period to the extent not theretofore that the stock price target or other performance thresholds applicable to such awards are met on such measurement date, as determined by the Board in its reasonable discretion; provided that, in the event a performance-based LTI Grant is “non-qualified deferred compensation” subject to the requirements of Section 409A, such LTI Grant will be paid or providedat the same time and in the same form as it would have been paid had Employee continued to be employed by the Company, unless the applicable award agreement expressly provides for a different time and form of payment. To receive the Severance Package, (i) Employee must execute and return to the Company shall timely pay on or provide prior to the Executive any vested benefits 30th day following the Termination Date a waiver and other amounts or benefits required release of claims agreement in the Company’s customary form (which may be amended by the Company to be paid or reflect changes in applicable laws and regulations), provided or which that the Executive is eligible to receive form shall not include a waiver and release of claims by the Employee for indemnification, claims for coverage under any planofficer and director policies, program, policy or practice or contract or agreement and claims as a stockholder of the Company (the “Release”), and its affiliates where contemplated by applicable law, not timely revoke such Release, and (such other amounts ii) must comply in all material respects with the covenants in Sections 8 and benefits 10 of this Agreement (together, the “Severance Conditions”). No payment of any part of a Severance Package or Change in Control Severance Package, or pursuant to Section 5(d), shall be hereinafter referred made unless the Employee (or Employee’s estate) has complied with the Severance Conditions. If Employee (or Employee’s estate) has complied with the Severance Conditions, then any payment that would have become payable prior to as the "Other Benefits"). Notwithstanding execution of the foregoing, it Release and the end of the revocation period shall be a condition to made at the Executive's right to receive expiration of the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.30 day period.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) an amount (the “Severance Amount”) equal to two (2) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) either (1) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date, or (2) if the Date of Termination occurs before the end of the first complete fiscal year after the Effective Date, the amount of the Pro-Rated Annual Bonus (defined below) for such partial fiscal year; provided, however, if less than one (1) year remains in the "Employment Period after the Date of Termination, the Severance Amount"Multiple shall equal one (1); provided, further, that the Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's ’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For a period of years equal to the Severance Multipleone (1) year, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated (or at the Company’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, terminate and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (viv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) to which the Executive is a party. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iviii) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment resigns for Good Reason, then, in addition to the Accrued Obligations, the Executive shall be paid or receive: (i) The An amount (the “Severance Amount”) equal to the sum of: (A) Two times the sum of (i) the Base Salary in effect on the Date of Termination (but in no event less than the highest Base Salary paid to the Executive shall be paid, during the Employment Period) and (ii) the greater of (x) Executive’s target Annual Bonus (the “Target Annual Bonus”) in a single lump sum payment within 60 days after effect on the Date of Termination and (y) the Annual Bonus actually paid to the Executive in respect of the calendar year immediately preceding the Date of Termination, the aggregate amount of , (AB) the Executive's Any Annual Bonus earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to by the Executive pursuant to Section 2(b)(ii) above for any fiscal calendar year of the Company that ends on or before the Date of Termination Termination, to the extent not previously paid (the "Accrued Obligations"if any), and and (BC) two (A pro rata portion of the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal partial calendar year of the Company in which the Date of Termination occurs, determined by multiplying the Executive shall be paid an Target Annual Bonus for such year (or such higher amount in an amount equal to the product of (x) the amount sole discretion of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (yCompensation Committee) by a fraction, the numerator of which is the number of days elapsed in such fiscal the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is 365. Subject to Section 12(e) below, the total number of Severance Amount shall be paid within 15 days following the date on which the Release (as defined below) becomes effective and irrevocable in such fiscal year (a "Pro-Rated Annual Bonus");accordance with Section 4(b)(v) below. (iiiii) For a period The portion of years equal any then-outstanding restricted stock, restricted stock unit or other equity-based awards granted to the Severance MultipleExecutive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) which were granted prior to January 1, 2022 that would have become vested and, as applicable, exercisable during the 12 month period immediately following the Executive’s Date of Termination had the Executive remained continuously employed by the Company during such period shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedbecome immediately vested and, as applicable, exercisable; provided, however, that if the termination occurs on or within 12 months following a Change in Control (as defined in the Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan), any such equity awards shall vest and become exercisable in full (together with the accelerated vesting under Section 4(b)(iii) below, the “Vesting Acceleration”). The accelerated portion of such equity awards shall remain outstanding and shall vest upon the effectiveness of the Release. The portion of any outstanding restricted stock and other equity awards granted prior to January 1, 2022 that does not become vested and, as applicable, exercisable in accordance with this Section 4(b)(ii) (whether because such portion would not have vested during the 12 month period immediately following the Executive’s Date of Termination or because the Executive does not timely execute and not revoke the Release) shall automatically be cancelled and forfeited, and the Executive shall have no further interest therein. (iii) Any then-outstanding restricted stock, restricted stock unit or other equity-based awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) which were granted on or after January 1, 2022 and are outstanding and unvested as of the Date of Termination that vest based solely on Executive’s continued employment or service with the Company shall remain outstanding and shall vest in full upon the effectiveness of the Release. (iv) During the period commencing on the Date of Termination and ending on the earlier to occur of (i) the 18 month anniversary of the Date of Termination and (ii) the date on which the Executive becomes re-employed with another employer and is eligible to receive for coverage under the group health insurance plan of a subsequent employer (of which eligibility the Executive hereby agrees to give prompt notice to the Company), subject to the Executive’s valid election to continue healthcare coverage under another employer's plansSection 4980B of the Internal Revenue Code and the regulations thereunder (together, the “Code”), the Company shall continue to provide, at the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to ’s expense, the Executive and the Executive's ’s eligible family membersdependents with coverage under its group health plans at the same levels as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination (the “COBRA Coverage”), and provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage shall be reported by to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a) (5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the CompanyExecutive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide Notwithstanding anything herein to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoingcontrary, it shall be a condition to the Executive's ’s right to receive any of the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii)Severance Amount, (iii) and (iv) above the Vesting Acceleration and/or the COBRA Coverage that the Executive execute, timely execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) and not revoke within 7 days following such execution and delivery a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”).

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of: (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of TerminationTermination (the “Accrued Obligations”), and any Annual bonus required to which Accrued Obligations shall be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations")Termination, and plus (B) two (the "Severance Multiple"I) times one and one-half (1.5), multiplied by (II) the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Date of Termination (provided that for purposes of calculating the amount pursuant to this clause (y), (1) to the extent the Executive received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the amount pursuant to this clause (y), and (2) to the extent the Executive was not employed for an entire fiscal year, the Annual Bonus received by the Executive for such fiscal year shall be annualized for purposes of the calculation), which amount shall be paid to the Executive in a single lump sum payment, subject to applicable withholding, within ten (10) days following the Release Effective Date (the "Severance Amount"as defined below); (ii) At For the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through period beginning on the Date of Termination and ending on the denominator of date which is twelve (12) full months following the total number Date of Termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage or the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires), the Company shall pay for and provide Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination with healthcare benefits which are substantially the same as the benefits provided to currently active employees, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums). If any of the Company’s health benefits are self-funded as of the Date of Termination, instead of providing continued health insurance coverage as set forth above, the Company shall instead pay to the Executive an amount equal to twelve (12) multiplied by the monthly premium the Executive would be required to pay for continuation coverage pursuant to COBRA for the Executive and his eligible dependents who were covered under the Company’s health plans as of the Date of Termination (calculated by reference to the premium as of the Date of Termination), which amount shall be paid in a lump sum, subject to applicable withholding, within ten (10) days in such fiscal year (a "Pro-Rated Annual Bonus")after the Release Effective Date; (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (iv) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (other than performance-based vesting awards) shall become immediately vested and exercisable in full. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”). Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that, in the event that Executive is at least forty (40) years old on the Date of Termination, Executive has a certain period to consider whether to execute such Release, and Executive may revoke such Release within seven (7) business days after execution. In the event Executive does not execute such Release within the fifty (50) days following the Date of Termination, or if Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

Without Cause or for Good Reason. IfSubject to Section 4(e) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”). (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and an amount equal to three (B3) two (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date of Termination, plus (y) the average highest Annual Bonus received earned by the Executive for (regardless of whether such amount was paid out on a current basis or deferred) during the three complete fiscal years Employment Period (or such lesser number or, in the event that the Date of years as the Executive has been employed by the Company) of the Company immediately Termination occurs prior to the Termination Date (end of the "Severance Amount"); (ii) At completion of the time when annual bonuses are paid to the Company's other senior executives for the first full fiscal year of the Company during the Employment Period, then the amount in which clause (y) shall be determined by the Compensation Committee in its sole discretion, but in no event shall such amount be less than the Base Salary in effect on the Date of Termination occursTermination), the Executive shall be paid an Annual Bonus in an amount equal to the product of plus (xz) the amount highest Equity Award Value (as defined below) of the any Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided Grant made to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive Company during the Employment Period. For purposes of this Agreement, “Equity Award Value” shall mean (A) with respect to Stock Options and Stock Appreciation Rights (each as defined in the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or providedIncentive Plan), the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.grant

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of (A) the Executive's earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and and (B) two (the "Severance Multiple"I) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date of Termination, multiplied by (II) three (3) (such amount determined under this clause (B) payable to the Executive, the "Severance Amount"). The Severance Amount shall be paid to the Executive as follows: (A) 50% of the Severance Amount shall be paid in a single lump sum payment within sixty (60) days after the Date of Termination and (B) the remaining 50% of the Severance Amount shall be paid in equal monthly installments over two (2) years; provided, however, that if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined below), then the Severance Amount shall be paid in a single lump sum payment within ten (10) days following the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to eighteen (18) months following the Severance MultipleDate of Termination, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedterminated under the terms and conditions of the applicable plans; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii4(a)(ii) shall be reduced terminated to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.; (iii) For a period of twelve (12) months following the Date of Termination, the Company shall continue to pay the premiums for the long-term disability and life insurance coverage described in Sections 2(b)(iv) and 2(b)(viii); provided, however, that if the Executive becomes re-employed with another employer and receives long-term disability and life coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be terminated to the extent comparable coverage is actually provided to the Executive, and any such coverage shall be reported by the Executive to the Company; and (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and; (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company's equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company TRA shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company TRA that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) two an amount (the "“Severance Amount”) equal to one and one-half (1.5) (the “Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) either (1) the average Annual Bonus received by the Executive for the three two complete fiscal years (or such lesser number of years as the Executive has been employed by the CompanyTRA) of the Company TRA immediately prior to the Termination Date, or (2) if the Date of Termination occurs before the end of the first complete fiscal year after the Effective Date, the amount of the Pro-Rated Annual Bonus (defined below) for such partial fiscal year; provided, however, if less than one (1) year remains in the "Employment Period after the Date of Termination, the Severance Amount"Multiple shall equal one (1); provided, further, that the Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's TRA’s other senior executives for the fiscal year of the Company TRA in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For a period of years equal to eighteen months following the Severance MultipleDate of Termination, the Company TRA shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated (or at TRA’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's TRA’s obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, terminate and any such coverage shall be reported by the Executive to the Company.TRA; (iv) The Company shallAll outstanding stock options, at its sole expense restricted stock and on an as-incurred basis, provide other equity awards granted to Executive under any of TRA’s equity incentive plans (or awards substituted therefore covering the Executive with outplacement services the scope and provider securities of which a successor company) shall be reasonable and consistent with industry practice for similarly situated executivesmodified to reflect an additional twelve (12) months of vesting; and (v) To the extent not theretofore paid or provided, the Company TRA shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company TRA and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) to which Executive is a party. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), ) and (iii) and (iv) above that the Executive execute, deliver to the Company TRA and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) an amount (the “Severance Amount”) equal to two (2) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date of Termination; provided, however, if less than one (1) year remains in the "Employment Period after the Date of Termination, the Severance Amount"Multiple shall equal one (1); provided, further, that the Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's ’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For If Executive (or any of Executive’s qualified beneficiaries) makes a period of years equal timely election to continue to participate in the Severance MultipleCompany’s group health plans (medical, dental, and vision) pursuant to 29 U.S.C. §§ 1161-1169 (“COBRA”), the Company shall continue pay the premium for such coverage (which premium payment shall be taxable to provide Executive if the Executive and the Executive's eligible family members with Company’s group health insurance coverage at least equal to plans are self-insured) starting on the Date of Termination and ending on the earliest of (A) the date that is one (1) year after the Date of Termination, or (B) the date on which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and no longer is eligible to receive group health insurance coverage continue to participate under another employer's plansCOBRA. For purposes of the foregoing, the usual limitations of COBRA shall apply and the Company's obligations under this Section 4(a)(iii’s payment of the COBRA premium(s) shall be reduced to not extend the extent comparable coverage is actually provided to continuation period, which begins on the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.Date of Termination; and (iv) The Any unvested Incentive Units (as defined in the ▇▇▇▇▇▇ Properties Group 2004 Equity Incentive Plan, as amended), or restricted stock in the Company shall, at its sole expense and on an as-incurred basis, provide the granted to Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesbecome immediately vested in full; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) to which the Executive is a party. Notwithstanding anything to the foregoingcontrary in this Section 4, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iviii) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the The Employment Period, the Company shall terminate Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or Cause. In the event of such termination, the Executive shall terminate be entitled to receive the Accrued Amounts, and subject to his employment for Good Reasonexecution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within 30 days following the Termination Date (such 30-day period, the "Release Execution Period"), the Executive shall be entitled to receive the following: (ia) The Executive shall be paid, in a single lump sum payment within 60 days after equal to one times the Date sum of Termination, the aggregate amount 36 months of (A) the Executive's earned but unpaid Base Salary immediately in effect prior to the Termination Date occurs, which shall be paid within 30 days following the Termination Date; (b) Reimbursement for the Executive’s health insurance expenses paid by the Executive for himself and accrued vacation pay through the Date of Termination, and any Annual bonus required to his dependents. Such reimbursement shall be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year on the first day of the Company that ends on or before month immediately following the Date of Termination month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the extent not previously paid earliest of: (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (xi) the annual Base Salary in effect on 2nd anniversary of the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); and (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to date on which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance substantially similar coverage under from another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced employer or other source at no or nominal cost to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it if the Company's making payments under this Section 5.2(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section in a manner as is necessary to comply with the ACA; (c) Any outstanding unvested equity awards shall become vested; and (d) a lump sum payment equal to one times the annual compensation times the period of time the Executive worked for the Company without compensation. This period began on September 1, 2015 and runs until the first compensation received under an employment agreement with the company after completion of the public offering. For example, if the Executive’s compensation is $250,000 per annum and the first compensation occurs on July1, 2018, the Executive will receive a lump sum payment of sum of $708,000 USD, which shall be a condition to paid within 30 days following the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.Termination Date.

Without Cause or for Good Reason. If, during In the event the Employment Period, Period terminates under this Agreement as a result of the Company shall terminate terminating the Executive's ’s employment without Cause (other than pursuant to Sections 4(a) or (b)) or the Executive shall terminate terminating his employment for Good Reason: (i) The Executive Company shall be paidpay to the Executive, in a single lump sum payment within 60 days after upon the Date of Termination, the aggregate amount of : (A) the Executive's earned ’s accrued but unpaid unused vacation, unreimbursed business expenses and Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination (to the extent not previously paid theretofore paid) (the "“Accrued Obligations"Benefits”), and (B) two one (the "Severance Multiple"1) times the Executive’s Base Salary, in each case payable in a lump sum (the “Base Severance”). B. In lieu of (x) the annual Base Salary in effect on the Termination Date plus (y) the average any Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Companyunder Section 2(b) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occursExecutive’s employment terminates, the Executive shall be paid an Annual Bonus in an a lump sum amount equal to the product of (x) the amount of the Annual Bonus to which the Executive that would have been entitled become payable in cash to Executive for that fiscal year if the Executive's his employment had not been terminated, based on performance actually achieved in that year (determined by the Board following completion of the performance year and (y) paid at the time specified in the applicable plan), multiplied by a fraction, the numerator of which is the number of days Executive was employed in such the fiscal year through the Date of Termination termination and the denominator of which is the total number of days in such the fiscal year of termination. (a "Pro-Rated Annual Bonus");ii) The Company shall provide to the Executive an additional amount, each month for twelve (12) months after the Date of Termination, equal to the amount the Company would have paid for its share of the premiums for the Executive and his dependents coverage under the Company’s medical plan as if the Executive’s employment had not terminated. (iii) For a period of years equal All outstanding and then unvested stock options, restricted stock and other equity awards granted to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, any of the Company's obligations under this Section 4(a)(iii’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (each, an “Equity Award”) shall be reduced modified to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Companyreflect an additional one (1) year of vesting. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan, program, policy or practice or contract policy, practice, contract, or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding . (v) If the foregoingDate of Termination under this Section 5(a) occurs within the twelve (12)-month period following a Change in Control, it shall be a condition in addition to the Executive's right to receive the amounts other payments provided for in Sections 4(a)(i)(B) and 4(a)(iithis Section 5(a), (iii) and (iv) above that the Company shall pay the Executive executean amount equal to one (1) times the Base Severance and Target Bonus for the current fiscal year, deliver in a lump sum cash payment, upon the Date of Termination, and all outstanding and then unvested Equity Awards and Phantom Awards (in each case to the Company extent not forfeited due to the failure to meet the performance-based vesting schedules, if any, thereunder) granted to the Executive shall accelerate and not revoke a release become fully vested. For purposes of claims this Agreement, “Change in substantially Control” shall have the form meaning specified on Exhibit A attached hereto as Exhibit A.hereto.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) two (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "“Severance Amount"”); (ii) At the time when annual bonuses are paid to the Company's ’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's ’s eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during In the Employment Period, event that the Company shall terminate terminates the Executive's ’s employment hereunder without Cause Cause, or the Executive shall terminate terminates his employment hereunder for Good Reason: (i) The Executive shall be paid, in each case other than a single lump sum payment within 60 days after the Date of CIC Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an entitled to (i) within thirty (30) days following the date of termination of employment, the Accrued Amounts; (ii) any earned but unpaid Annual Bonus in for the preceding fiscal year on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) an amount equal to twelve (12) months’ Base Salary, payable in twelve (12) equal monthly installments in accordance with the product Company’s customary payroll practices; (iv) an additional twelve (12) months’ time-based vesting credit on any outstanding equity or equity-based awards; (v) continued health care coverage for himself and any of his eligible dependents for up to twelve (12) months under the Company’s group health plans pursuant to the continuation of coverage provisions contained in Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (the “Health Continuation Benefit”); and (vi) payments with respect to any declared cash bonus as described in the Company’s 8-K filed December 26, 2012, or any similar bonus declared hereafter (the “Declared Cash Bonus”) that would otherwise have been paid within twelve (12) months following the date of termination, to be paid within thirty (30) days following the date of termination; provided, that any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness of the Release shall not be made or provided until the fortieth (40th) day following the date of such termination of employment. The payments and benefits provided under this Section 6(b) other than the Accrued Amounts are subject to and conditioned upon (x) the amount Executive’s execution of a valid general release and waiver (in a form reasonably acceptable to the Annual Bonus to which Company) within thirty (30) days following the date of termination, waiving all claims the Executive would may have been entitled if against the Executive's employment had not been terminatedCompany, its successors, assigns, affiliates, executives, officers and directors (the “Release”), and such waiver becoming effective, and (y) a fractionthe Executive’s compliance with any restrictive covenants to which he may be subject pursuant to Sections 7, 8 and 9 hereof (the “Restrictive Covenants”, and the conditions in (x) and (y), the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"“Conditions”); (iii) For a period of years equal . The Executive shall not be entitled to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts compensation or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts not expressly provided for in Sections 4(a)(i)(B) and 4(a)(iithis Section 6(b), (iii) and (iv) above regardless of the time that would otherwise remain in the Executive execute, deliver to Term had the Company and Term not revoke a release of claims in substantially the form attached hereto as Exhibit A.been terminated hereunder.

Without Cause or for Good Reason. IfIn no way limiting the Company’s policy of employment at-will, during if Employee’s employment is terminated by the Employment PeriodCompany without Cause or by Employee for Good Reason, and other than as a result of Employee’s death or disability, the Company will offer certain severance benefits to Employee as specified below. As a condition to Employee’s receipt of such benefits, Employee is required to comply with Employee’s continuing obligations (including without limitation the return of any Company property and the non-competition and non-solicitation obligations), resign from all positions Employee holds with the Company, and execute the Company’s standard form of release agreement releasing any and all claims Employee may have against the Company. (i) In addition to paying Employee all wages earned through the date of termination, the Company shall terminate pay Employee severance equal to six (6) months of his then-current regular base salary in effect at the Executive's employment without Cause or time notice of termination is given, paid out over the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after Company’s regular payroll schedule following the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year effective date of the Company release, as well as all other unpaid amounts, if any, that ends on Employee has earned as of the date of termination under any compensation plan or before the Date program of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of , at the Company immediately prior to the Termination Date (the "Severance Amount")time such payments are or become due; (ii) At For the time when annual bonuses are paid first six (6) months after Employee’s date of termination, the Company shall continue, to the Company's other senior executives for extent permitted under the fiscal year terms of the Company applicable plans, to maintain in which full force and effect, and cover the Date of Termination occurspremium costs of, the Executive insurance benefits set forth in Section 3(d) of this Agreement; provided, that if (i) the Employee becomes reemployed after the date of termination and (ii) his new employer offers medical and dental insurance plans or programs under which he will be eligible to participate, any such continuing medical and dental coverage shall be paid an Annual Bonus in an amount equal secondary to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus");new employer’s coverage. (iii) In addition to all of Employee’s stock and stock options that were vested on the date of termination, that number of shares subject to any option (collectively, the “Options”) and that number of shares subject to a right of repurchase in favor of the Company (collectively, the “Restricted Stock”) determined as follows: (x) if such termination without Cause or For Good Reason occurs before a period Change of years Control (as defined below), then that number of shares determined with respect to each Option or grant of Restricted Stock equal to the Severance Multiplegreater of: (A) the product of the total shares originally subject to the Option or the original grant of the Restricted Stock times 50%; or (B) the number of shares subject to the Options and the Restricted Stock that would otherwise have vested and been exercisable or released from the right of repurchase as of the date that is six months from the date of termination shall immediately vest, and any repurchase right of the Company with respect to such Options and Restricted Stock shall continue to provide the Executive immediately lapse, and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if Options shall remain exercisable for ninety (90) days after the Executive's employment had date of termination (but not been terminatedbeyond their original expiration dates); provided, however, that if the Executive becomes re-employed with another employer foregoing provision is in addition to, and is eligible not intended to receive group health insurance coverage under another employer's planslimit or amend, any provisions set forth in the Company's obligations under this Section 4(a)(iii) shall be reduced ’s stock option plan pursuant to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any which such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesoptions were granted; and (vy) To if such termination without Cause or For Good Reason occurs either (A) within 60 days prior to a Change of Control and in direct contemplation of such Change of Control or (B) within 12 months after a Change of Control, then all of Employee’s remaining Options and Restricted Stock shall fully vest. “Change of Control” shall mean a transaction or series of related transactions that constitutes a “Deemed Liquidation” in accordance with the extent not theretofore paid or providedCompany’s then current Certificate of Incorporation, the Company shall timely pay or provide as amended from time to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.time.

Without Cause or for Good Reason. IfSubject to Section 4(d) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”). (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and an amount equal to one (B1) two (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date of Termination, plus (y) the average Annual Bonus received earned by the Executive for (regardless of whether such amount was paid out on a current basis or deferred) during the three complete two (2) fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs; provided, however, that if the Date of Termination occurs on or within one (1) year following the occurrence of a Change in Control, the Executive Severance Multiplier shall be paid an increased to two (2). For the avoidance of doubt, for purposes of this Section 4(a)(ii), Annual Bonus in an amount equal to the product of (x) the amount shall include any portion of the Executive’s Annual Bonus to which received in the form of equity rather than cash. (iii) All outstanding equity awards held by the Executive would have been entitled if on the Executive's employment had not been terminatedDate of Termination, other than any currently outstanding or future Outperformance Incentive Award, shall immediately become fully vested and exercisable (yand any such Outperformance Incentive Award shall be governed in its entirety, including (without limitation) a fractionwith regard to vesting and acceleration, in accordance with the numerator terms of which is the number of days in such fiscal year through applicable award agreement). (iv) During the period commencing on the Date of Termination and ending on the denominator earlier of (i) the eighteen (18)-month anniversary of the Date of Termination and (ii) the date on which the Executive becomes eligible to receive benefits under a “group health plan” (within the meaning of Section 4980B of the Code and the regulations thereunder (“COBRA”)) of a subsequent employer of the Executive (of which is eligibility the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal Executive hereby agrees to give prompt notice to the Severance MultipleCompany), subject to the Executive’s valid election to receive COBRA benefits, the Company shall continue to provide the Executive and the Executive's ’s eligible family members dependants with coverage under its group health insurance coverage plans at least equal the same levels and the same cost to that which the Executive as would have been provided to them applied if the Executive's ’s employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii4(a)(iii) and (iv4(a)(iv) above that the Executive execute, execute and deliver to the Company and not revoke a an effective release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”) within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Date of Termination and that Executive not revoke such Release during any applicable revocation period.

Without Cause or for Good Reason. If, The Employment Term and the Executive’s employment hereunder may be terminated (i) by the Executive for Good Reason or (ii) by the Company without Cause (other than on account of the Executive’s death or Disability). In the event of such termination of employment during the Employment Term, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Sections 6 ‑ 9 of this Agreement and satisfaction of the Release Requirements (as defined below) as of the Payment Date (as defined below), the following: (a) An amount equal to the sum of the following: (i) two (2) times the sum of the Executive’s Base Salary for the year in which the Termination Date occurs; plus, (ii) one (1) times the greater of (1) the Executive’s Annual Bonus received for the immediately preceding year or (2) the Executive’s target bonus, if any, for year in which such termination occurs. Such amount shall be paid (A) in substantially equal monthly installments beginning on the sixtieth (60th) day following the Termination Date (the “Payment Date”) and continuing through the Restricted Period (as defined in Section 7.2)) and (B) such amount less the aggregate payments made pursuant to clause (A) in a lump sum within ten (10) days following the end of the Restricted Period; (b) six (6) months of outplacement services in an amount not to exceed $25,000 by an outplacement firm selected by the Company to assist the Executive in search of a new position commencing as of the Payment Date; (c) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall terminate the Executive's employment without Cause or reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Any such reimbursement for the period prior to the Payment Date shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive in a lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to the Executive on the tenth day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the 24‑month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non‑grandfathered group health plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (the “PPACA”), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with the PPACA; and (d) notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, plan or other agreement relating to equity-based compensation, all outstanding equity-based compensation, including, but not limited to, units, stock options, incentive stock options, performance shares, stock appreciation rights and restricted stock, granted to the Executive (including any supplemental matching contributions pursuant to Section 2(b)(iithe Company’s deferred compensation plan (the “401(k) above for any fiscal year Make‑up Plan”)) shall become fully vested as of the Company that ends on or before the Payment Date of Termination and, to the extent not previously paid (the "Accrued Obligations")applicable, and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive exercisable for the three complete fiscal years (or such lesser number remainder of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall their full term and otherwise will be paid an Annual Bonus or settled in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members accordance with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedtheir terms; provided, however, that (i) any settlement or payment provisions of such awards that are set forth in the applicable award agreement and other applicable governing documents and that are required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall remain in effect and shall not be accelerated or further deferred in violation of Section 409A of the Code (“Section 409A”) and (ii) the payment of any performance-based awards intended to comply with the performance-based compensation requirements of Section 162(m) of the Code shall be made at the end of the applicable performance period, with the amount (if any) paid to be based on the level of achievement of the performance goal or goals. If the Release Requirements are not satisfied as of the Payment Date, the Executive becomes re-employed with another employer and will not be entitled to any payments or benefits pursuant this Agreement other than the Accrued Amounts. In the event that a payment or benefit is eligible not subject to receive group health insurance coverage under another employer's plansSection 409A of the Code, the Company's obligations under this Section 4(a)(iii) , in its sole discretion, may accelerate the Payment Date with respect to such payment or benefit and such accelerated date shall be reduced the Payment Date for all purposes of this Agreement with respect to such payment or benefit. For purposes of this Agreement, the “Release Requirements” shall be satisfied as of any date if, as of such date, (I) the Executive has executed and returned to the extent comparable coverage is actually Company of a release of claims, in favor of the Company, its affiliates and their respective officers and directors in a form provided to by the Executive and Company (the Executive's eligible family members“Release”), and any with such coverage shall be reported by form including provisions requiring, among other things, the Executive to cooperate with it in future litigation or similar proceedings and clauses protecting the Company. Company from the Executive’s disparagement of it, or the Executive’s future efforts to secure employment with it, (ivII) The Company shallany applicable revocation period has expired, at its sole expense and on an as-incurred basis, provide (III) the Executive with outplacement services has not revoked the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or providedRelease, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (ivIV) above that the Executive execute, deliver to the Company and not revoke a release Release is effective as of claims in substantially the form attached hereto as Exhibit A.such date.

Without Cause or for Good Reason. IfExcept as set forth in Section 7(b), during the Employment Period, the if Company shall terminate the terminates Executive's ’s employment without Cause Cause, or if Company does not renew the Agreement upon the expiration of the Term and Company terminates Executive’s employment within one year of such expiration, or if Executive shall terminate his terminates Executive’s employment for Good ReasonReason during the Term, or if Executive terminates Executive’s employment for Good Reason after the Term due to non-renewal by Company as provided in Section 6(c)(iv), Executive shall be entitled to receive, subject to any applicable delay set forth in Section 17 below: (i) The Executive shall be paid, Accrued Obligations (as defined in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"6(a), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount");; and (ii) At Subject to Executive's signing, delivering and not revoking a Release Agreement in a form satisfactory to Company and which contains provisions similar to those attached as Exhibit B, which Release Agreement must be signed, delivered and not revoked within the time when annual bonuses are paid period set forth in the Release Agreement: (A) Company shall pay or cause to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an cash a lump sum amount equal to Executive’s annual base salary in effect immediately preceding such termination, subject to applicable withholdings, to Executive within thirty (30) days after the product date of (x) the amount Executive’s termination of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedemployment; provided, however, that if in the Executive becomes re-employed with another employer and is eligible event of a group termination, such time period may be delayed up to receive group health insurance coverage under another employer's plans, the Company's obligations under this an additional thirty (30) days pursuant to Treas. Reg. Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives1.409A-3(d); and (vB) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the that Executive is eligible to receive under for and timely elects COBRA continuation coverage, and provided that it would not result in any plan, program, policy fines or practice or contract or agreement penalties for Company and Executive pays the employee portion of the premium for such continuation coverage that Executive would be required to pay if actively employed by Company, Company and its affiliates shall pay Executive on a monthly basis for the employer portion of such COBRA continuation coverage for a period of twelve (such other amounts and benefits shall be hereinafter referred 12) months, subject to as the "Other Benefits")all applicable withholdings. Notwithstanding the foregoing, it shall be a condition and in addition to the Executive's right to receive the amounts provided for Company’s remedies set forth in Sections 4(a)(i)(B) and 4(a)(iiSection 8(e), (iiiall such payments and benefits under Section 7(a) otherwise to be made after Executive’s termination of employment shall cease to be paid, and (iv) above that Company shall have no further obligation with respect thereto, in the Executive executeevent Executive, deliver to without the Company and not revoke a release consent of claims Company, breaches or engages in substantially the form attached hereto as Exhibit A.any activity prohibited in Section 8 or any of its sub-parts. ​

Without Cause or for Good Reason. If, during the Employment Period, the The Company shall may terminate the Executive's your employment without Cause at any time and for any reason with notice or the Executive shall terminate his you may resign your employment for Good ReasonReason (as defined below in Section 7(b)(vi)) upon thirty days advance written notice (each a "Qualifying Termination"). If your employment is terminated due to a Qualifying Termination, then you will be eligible to receive the following subject to your timely compliance with Section 7(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a "separation from service" within the meaning of Code Section 409A: (i) The Executive Company shall be paid, provide you with cash payments equal in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") one times the sum of (x) the annual your Base Salary and your annual target bonus. The cash payments provided by this subpart (i) shall be paid to you in effect on substantially equal installments payable bi-weekly over the 12 month period following your Termination Date, however, the first payment shall be made within fifteen days following the effective date of the release of claims and separation agreement described in Section 7(e). This first payment will cover the period of time from the Termination Date plus (y) through the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) end of the Company bi-weekly period immediately prior to the Termination Date (the "Severance Amount")preceding such first payment; (ii) At The Company shall continue to pay the time when annual bonuses are paid to Company portion of the Company's other senior executives premiums for your Company group medical insurance coverage (or alternative comparable coverage) for the fiscal year of the Company in period during which the Date of Termination occursyou are entitled to compensation payments under Section 7(b)(i). In all cases, the Executive coverage provided in this subpart (ii) shall be paid an Annual Bonus immediately terminate if you are offered comparable coverage in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's connection with your employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")by another employer; (iii) For a period of years equal to the Severance Multiple, the Your then outstanding unvested time-based Company stock option awards shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them become incrementally vested on an accelerated basis as if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.your Termination Date occurred one year later; (iv) The Company shallYou will continue to be eligible to be paid the bonus described in Section 3(b) for the prior completed fiscal year to the extent the bonus is not yet paid and in such amount, at its sole expense and on an asif any, that the Board determines under Section 3(b); (v) If the Qualifying Termination occurs during the twenty-incurred basisfour month period after a Change of Control, provide the Executive with outplacement services the scope and provider then in lieu of which subpart (iii), all of your unvested stock option awards shall be reasonable and consistent with industry practice for similarly situated executivesbecome immediately fully vested as of your Termination Date; and (vvi) To the extent not theretofore paid or providedFor purposes of this Agreement, you may resign your employment from the Company shall timely pay or provide to for "Good Reason" within ninety (90) days after the Executive date that any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement one of the following events described in subparts (1) through (5) (any one of which will constitute "Good Reason") has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company and has not cured or remedied the Good Reason event within 30 days after its affiliates receipt of your written notice (such other amounts notice shall describe in detail the basis and benefits shall be hereinafter referred to as the "Other Benefits"underlying facts supporting your belief that a Good Reason event has occurred). Notwithstanding the foregoing, it shall Such notice of your intention to resign for Good Reason must be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company within 60 days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. (1) You have incurred a material diminution in your responsibilities, duties or authority; (2) You have incurred a material diminution in your Base Salary or annual target bonus amount; (3) Your workplace has been relocated to a new location that is more than 30 miles away from your work location that is specified in Section 1; (4) The Company does not revoke extend the Expiration Date of this Agreement as provided in Section 2; or (5) The Company has materially breached a release material provision of claims this Agreement. Subject to the express language in substantially this Section 7(b) and Section 14, you shall not be required to mitigate the form attached hereto as Exhibit A.amount of any payment or benefit contemplated by this Section 7(b), nor shall any such payment or benefit be reduced by any earnings or benefits that you may receive from any other source. If any cash payments that are owed to you under this Agreement are not paid to you within fifteen days of their due date, then the Company will additionally owe you interest on such late payments, payable on a monthly basis while any overdue amount is still outstanding, with interest accruing at the then prevailing prime rate, compounded monthly. For avoidance of doubt, this Section 7(b) does not apply to terminations of employment due to death or Disability which are addressed in Section 7(d) below.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) paid the Executive's ’s earned but unpaid Base Salary and Salary, accrued but unpaid vacation pay through the Date of Termination, any vested amounts due to the Executive under any plan, program or policy of the Company, to the extent not previously paid (if any) (together, the “Accrued Obligations”). (ii) In addition, the Executive shall be paid or shall receive: (A) An amount (the “Severance Amount”) equal to the sum of: (1) Two times the sum of (i) the Base Salary in effect on the Date of Termination (but in no event less than the highest Base Salary paid to the Executive during the Employment Period) and any (ii) the greater of (x) the Target Annual bonus Bonus and (y) the actual Annual Bonus paid to the Executive in respect of the last full calendar year immediately preceding the Date of Termination, (2) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination Termination, to the extent not previously paid (the "Accrued Obligations"if any), and and (B3) two (A pro rata portion of the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the partial fiscal year of the Company in which the Date of Termination occurs, determined by multiplying the Executive shall be paid an Target Annual Bonus (or such higher amount in an amount equal to the product of (x) the amount sole discretion of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (yCompensation Committee) by a fraction, the numerator of which is the number of days elapsed in such fiscal the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")365; (iiiB) For a period The portion of years equal any then-outstanding restricted stock and other equity awards granted to the Severance Multiple, Executive under any of the Company shall continue to provide Company’s equity incentive plans (or awards substituted therefor covering the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that securities of a successor company) which would have been provided to them if become vested and, as applicable, exercisable during the twelve (12) month period immediately following the Executive's employment ’s Date of Termination had the Executive remained continuously employed by the Company during such period shall become immediately vested and, as applicable, exercisable (the “Vesting Acceleration”). The accelerated portion of such equity awards shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of the Release (as defined below). The portion of any outstanding restricted stock and other equity awards that does not been terminatedbecome vested and, as applicable, exercisable in accordance with this Section 4(a)(ii)(B) (whether because such portion would not have vested during the twelve (12) month period immediately following the Executive’s Date of Termination or because the Executive does not timely execute and not revoke the Release) (the “Unvested Awards”) shall automatically be cancelled and forfeited, and the Executive shall have no further interest therein; provided, however, that if such cancellation and forfeiture of an Unvested Award is inconsistent with the terms of the applicable equity incentive plan, award agreement and/or Company policy governing such Unvested Award, then such Unvested Award shall be treated in accordance with the terms of such equity incentive plan, award agreement and/or Company policy. (C) During the period commencing on the Date of Termination and ending on the earlier to occur of (i) the 18-month anniversary of the Date of Termination and (ii) the date on which the Executive becomes re-employed with another employer and is eligible to receive for coverage under the group health insurance plan of a subsequent employer (of which eligibility the Executive hereby agrees to give prompt notice to the Company), subject to the Executive’s valid election to continue healthcare coverage under another employer's plansSection 4980B of the Internal Revenue Code and the regulations thereunder (together, the “Code”), the Company shall continue to provide, at the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to ’s expense, the Executive and the Executive's ’s eligible family membersdependants with coverage under its group health plans at the same levels as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination (the “COBRA Coverage”), provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and any such Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). The Accrued Obligations shall be reported by paid when due under applicable law and, subject to Section 11(e) below, the Executive to Severance Amount shall be paid on the Company60th day after the Date of Termination (or, if not a business day, on the first business day following such 60th day). (iviii) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide Notwithstanding anything herein to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoingcontrary, it shall be a condition to the Executive's ’s right to receive any of the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii)Severance Amount, (iii) and (iv) above the Vesting Acceleration and/or the COBRA Coverage that the Executive execute, timely execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) and not revoke a release of claims (if any revocation period is required by applicable law) in substantially the form attached hereto as Exhibit A.A (the “Release”).

Without Cause or for Good Reason. IfIn no way limiting the Company’s policy of employment at-will, during if Employee’s employment is terminated by the Employment PeriodCompany without Cause or by Employee for Good Reason, and other than as a result of Employee’s death or disability, the Company will offer certain severance benefits to Employee as specified below. As a condition to Employee’s receipt of such benefits, Employee is required to comply with Employee’s continuing obligations (including without limitation the return of any Company property and the non-competition and non-solicitation obligations), resign from all positions Employee holds with the Company, and execute the Company’s standard form of release agreement releasing any and all claims Employee may have against the Company. (i) In addition to paying Employee all wages earned through the date of termination, the Company shall terminate pay Employee severance equal to six (6) months of his then-current regular base salary in effect at the Executive's employment without Cause or time notice of termination is given, paid out over the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after Company’s regular payroll schedule following the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year effective date of the Company release, as well as all other unpaid amounts, if any, that ends on Employee has earned as of the date of termination under any compensation plan or before the Date program of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of , at the Company immediately prior to the Termination Date (the "Severance Amount")time such payments are or become due; (ii) At For the time when annual bonuses are paid first six (6) months after Employee’s date of termination, the Company shall continue, to the Company's other senior executives for extent permitted under the fiscal year terms of the Company applicable plans, to maintain in which full force and effect, and cover the Date of Termination occurspremium costs of, the Executive shall be paid an Annual Bonus insurance benefits set forth in an amount equal to the product Section 2(d) of this Agreement; provided, that if (xA) the amount Employee becomes reemployed after the date of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, termination and (yB) a fractionhis new employer offers medical and dental insurance plans or programs under which he will be eligible to participate, the numerator of which is the number of days in any such fiscal year through the Date of Termination continuing medical and the denominator of which is the total number of days in dental coverage shall, be secondary to such fiscal year (a "Pro-Rated Annual Bonus");new employer’s coverage. (iii) For In addition to all of Employee’s stock and stock options that were vested on the date of termination, if such termination without Cause or for Good Reason occurs either (A) within 60 days prior to a period Change of years equal to the Severance MultipleControl and in direct contemplation of such Change of Control or (B) within 12 months after a Change of Control, the Company then 75% of Employee’s remaining unvested Options shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Companyfully vest. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, If the Company shall terminate the Executive's ’s employment without Cause (as defined in Section 2 below) or the Executive shall terminate his her employment for Good Reason:Reason (as defined in Section 2 below): (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of (A) the Executive's ’s earned but unpaid Base Salary base salary and accrued but unpaid vacation pay through the Date of TerminationTermination (as defined in Section 2 below), and any Annual annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and and (B) two (the "Severance Multiple"I) times the sum of (x) the annual Base Salary Executive’s base salary, as in effect on the Termination Date of Termination, plus (y) the average Annual Bonus annual bonus received by the Executive for the three complete (3) completed fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date of Termination, multiplied by (II) two (2) (such amount determined under this clause (B) payable to the "Executive, the “Severance Amount"”); (ii) At the time when annual bonuses are . The Severance Amount shall be paid to the Company's other senior executives for the fiscal year Executive as follows: (A) fifty percent (50%) of the Company Severance Amount shall be paid in a single lump sum payment within ten (10) days after the Release Effective Date (as defined below) and (B) the remaining fifty percent (50%) of the Severance Amount shall be paid in a single lump sum payment on March 1st of the year following the calendar year in which the Date of Termination occursoccurred; provided, however, that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined in Section 2 below), then the Severance Amount shall be paid an Annual Bonus in an amount equal to a single lump sum payment within ten (10) days following the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")Release Effective Date; (iiiii) For a period of years equal to eighteen (18) months following the Severance MultipleDate of Termination, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated under the terms and conditions of the applicable plans; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii1(a)(ii) shall be reduced terminated to the extent comparable coverage is actually provided to the Executive and the Executive's ’s eligible family members, and any such coverage shall be reported by the Executive to the Company.; NSD\202231.2 (iii) The Company shall pay to Executive an amount equal to the premiums for the long-term disability and life insurance coverage provided to Executive immediately prior to the Date of Termination, if any, for a twelve (12) month period following the Date of Termination, determined by reference to the premiums in effect immediately prior to the Date of Termination, which amount shall be paid to the Executive in a single lump sum payment within ten (10) days after the Release Effective Date; (iv) The For a period of eighteen (18) months following the Date of Termination, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and; (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full (other than any such awards the vesting of which is performance-based, in which case the terms of such awards shall govern the accelerated vesting and exercisability of such awards upon the Executive’s termination of employment, if any). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B1(a)(i)(B) and 4(a)(ii1(a)(ii), (iii), (iv) and (ivvi) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”). Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that Executive has a certain period to consider whether to execute such Release, and Executive may revoke such Release within seven (7) business days after execution. In the event Executive does not execute such Release within the applicable period, or if Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in Sections 1(a)(i)(B) and 1(a)(ii), (iii), (iv) and (vi) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

Without Cause or for Good Reason. IfIf Executive’s employment is involuntarily terminated without Cause within one (1) year after a Change of Control shall have occurred or if he resigns for Good Reason within one (1) year after a Change of Control shall have occurred, during then the Employment PeriodBank shall pay to Executive as compensation for services rendered (subject to any applicable payroll or other taxes required to be withheld), the Company shall terminate Accrued Obligations and, upon Executive’s signing the Executive's employment without Cause or Release attached as Exhibit A, which Release must be signed and not revoked within thirty (30) days after termination, the Executive shall terminate his employment for Good Reasonfollowing: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate An amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required equal to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple"2) times the sum of (x) the annual Base Salary Executive’s base salary in effect at the time of termination, payable in forty-eight (48) equal semi-monthly installments beginning on the Termination Date plus thirtieth (y30th) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number day following termination of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount");employment. (ii) At The Pro-Rata Bonus (as defined, and payable at the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company provided, in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"Section 7(a)(ii);). (iii) For a period twenty-four (24) months after the date of years equal to the Severance Multipletermination, the Company Bank shall continue to provide the Executive and Health Care Continuance Benefit, as defined in Section 7(a)(iii), provided that the Executive's eligible family members with group health insurance ’s continued participation is possible under the general terms and provisions of the Health Care Plans. The following rules shall also apply: (A) If the Bank cannot maintain such coverage at least equal to that which would have been provided to them if for the Executive or the Executive's employment had not been terminated; ’s spouse or dependents under the terms and provisions of the Health Care Plans (or where such continuation would adversely affect the tax status of the Health Care Plans pursuant to which the coverage is provided), however, that if the Bank shall provide the Health Care Continuance Benefit either by providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive becomes rethe estimated cost of the expected Bank contribution therefor for twenty-employed four (24) months after the date of termination with another employer such payments to be made in accordance with the established payroll practices of the Bank (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided. (B) The Health Care Continuance Benefit as to any Health Care Plan will cease if and is eligible to receive group when the Executive has obtained health insurance care coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided one or more welfare benefit plans of a subsequent employer that provides for equal or greater benefits to the Executive and the Executive's eligible family members, ’s spouse and any such coverage shall be reported by the Executive dependents with respect to the Companyspecific type of benefit. (ivC) The Company shall, at its sole expense Executive and on an as-incurred basis, provide the Executive with outplacement services the scope Executive’s spouse and provider of which shall be reasonable and consistent with industry practice dependents will become eligible for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement COBRA continuation coverage as of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as date the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.Health Care Continuance Benefit ceases.

Without Cause or for Good Reason. If, during the Employment Period, Not in Contemplation of a Change of Control. If Executive’s employment is terminated by the Company shall terminate the Executive's employment without Cause (other than for Disability) or the by Executive shall terminate his employment for Good Reason:, and in each case not “in connection with a Change of Control” (as defined in Section 6(b)(v)), in addition to payment of the Accrued Obligations, Executive shall be entitled to the following additional benefits (collectively, the “Other Benefits”): (i) The Executive shall be paid, in entitled to receive a single lump sum payment within 60 days after of the Date of Terminationfollowing, which amount shall be paid at the aggregate amount of (A) the Executive's time provided in Section 6(d): A. Any earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid Bonus related to the Executive pursuant to Section 2(b)(ii) above for any fiscal calendar year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal calendar year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to occurs plus; B. the product of (x) the amount of the target Annual Bonus to for the fiscal year during which the Executive would have been entitled if the Executive's termination of employment had not been terminatedoccurs, and (y) a fraction, the numerator of which is the number of days in such the current fiscal year through the Date of Termination Termination, and the denominator of which is 365. C. An amount equal to the total number Severance Multiple (as defined in Section 6(b)(vi) multiplied by the sum of days (1) Executive’s Base Salary (at the rate in such effect as of the Date of Termination) and the target Annual Bonus for the fiscal year during which termination of employment occurs. (a "Proii) All benefits under the Company's equity or long-Rated Annual Bonus");term incentive compensation plan, including all stock options and restricted stock held by the Executive, not already vested, shall be 100% vested. (iii) For a period of years equal to 12 months from the Severance Multiple, Executive's Date of Termination the Company shall continue to provide the to Executive and the and/or Executive's eligible family members with group health insurance coverage at least dependents the same level of medical and dental benefits equal to that those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(d) of this Agreement if the Executive's employment had not been terminated; providedterminated and shall reimburse Executive for the premiums Executive pays for such medical and dental benefits for up to 12 months following the Date of Termination as provided in Section 6(f), howeverand provided further, that if the Executive becomes re-re- employed with by another employer and is eligible to receive group health insurance coverage medical or dental benefits under another employer's plansemployer provided plan, the Company's obligations under this Section 4(a)(iii) medical or dental benefits described herein shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.be

Without Cause or for Good Reason. IfSubject to Section 8(g) below, in the event of a termination of your employment during the Employment PeriodTerm by the Company without Cause or by you for Good Reason (each as defined below), then, in addition to any other accrued amounts payable to you through the date of termination of your employment (such date, or the date of your death if applicable under Section 8(c) below, the “Termination Date”), the Company shall terminate will pay and provide you with the Executive's employment without Cause or the Executive shall terminate his employment for Good Reasonfollowing payments and benefits: (i) The Executive shall be paid, in a single lump sum payment payable within 60 thirty (30) days after your Termination Date (with the Date of Terminationexact payment date to be determined by the Company in its discretion), a lump-sum severance payment in an amount equal to the aggregate amount sum of (Ax) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(iione (1.0) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "“Severance Multiple"”) times the sum of (xA) the your annual Base Salary base salary as in effect on the Termination Date, plus (B) your target annual bonus for the fiscal year in which the Termination Date plus occurs (in the case of both (A) and (B), without giving effect to any reduction which constitutes Good Reason), (y) the average Annual Bonus received by Stub Year Bonus, plus (z) the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")Prior Year Bonus, if any; (ii) At for a period commencing on the time when annual bonuses are paid to Termination Date and ending on the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product earlier of (x) the amount twelve (12)-month anniversary of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and Termination Date or (y) the date on which you become eligible to receive comparable group health insurance coverage under a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiplesubsequent employer’s plans, the Company shall continue to provide the Executive you and the Executive's your eligible family members with group health insurance coverage at least equal to that which would have been provided to them you if the Executive's your employment had not been terminatedterminated (including, in the discretion of the Company, by purchasing COBRA coverage for you and your eligible family members); provided, however, that if (A) any plan pursuant to which the Executive becomes re-employed with another employer and Company is eligible providing such coverage is not, or ceases prior to receive the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover you under its group health insurance coverage under another employer's plans or doing so would jeopardize the tax-qualified status of such plans, the Company's obligations under this Section 4(a)(iii) shall be reduced then, in either case, an amount equal to the extent comparable coverage is actually provided monthly plan premium payment shall thereafter be paid to you as currently taxable compensation in substantially equal monthly installments over the Executive and continuation period (or the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.remaining portion thereof); (iviii) The for a period commencing on the Termination Date and ending on the twelve (12)-month anniversary of the Termination Date, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive you with outplacement counseling services directly related to your termination of employment with the scope and Company, the provider of which shall be reasonable and consistent with industry practice for similarly situated executivesselected by the Company; and (viv) To to the extent not theretofore paid that any outstanding Company equity-based awards issued to you under the Company’s equity incentive plans are subject to vesting based on continued employment or providedthe lapse of time, such awards shall become vested and exercisable immediately prior to the Termination Date. The vesting of any awards that are subject to vesting based on the satisfaction of performance goals, including, without limitation, any performance-based profits interest units of the Operating Partnership and other “outperformance awards” issued to you, shall be governed by the terms of the award agreements evidencing such awards. For purposes of clarification, except as otherwise provided under any award agreements relating to such awards, the Company terms set forth in this Agreement, including this Section 8, are intended to be in addition to (and not in lieu of) the vesting and acceleration features related to such stock options and other equity-based awards (including profits interest units of the Operating Partnership and other “outperformance awards”) held by you and included elsewhere, including in any award agreements related to such awards, and the vesting and acceleration terms hereof shall timely pay or provide be applicable only to the Executive any vested benefits extent they result in additional acceleration or vesting of such stock options and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.equity-based awards held by you.

Without Cause or for Good Reason. IfSubject to Section 4(e) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s death or Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”) (or, if the amount of the Unpaid Bonus has not yet been determined as of the date of the Executive’s termination of employment, such Unpaid Bonus shall be paid to the Executive on the date annual bonuses for the relevant fiscal year are paid to the Company’s executives generally, but in no event later than March 15th of the calendar year following the end of the calendar year to which such Unpaid Bonus relates); (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and (B) an amount equal to two (2) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date of Termination, plus (y) the average highest Annual Bonus received earned by the Executive for (regardless of whether such amount was paid out on a current basis or deferred) during the three complete fiscal years Employment Period (or such lesser number or, in the event that the Date of years as the Executive has been employed by the Company) of the Company immediately Termination occurs prior to the Termination Date (end of the "Severance Amount"); (ii) At completion of the time when annual bonuses are paid to the Company's other senior executives for the first full fiscal year of the Company during the Employment Period, then the amount in which clause (y) shall be determined by the Compensation Committee in its sole discretion, but in no event shall such amount be less than the Base Salary in effect on the Date of Termination occursTermination), plus (z) the highest Equity Award Value (as defined below) of any Annual Grant made to the Executive by the Company during the Employment Period. For purposes of this Agreement, “Equity Award Value” shall mean (A) with respect to Options and Stock Appreciation Rights (each as defined in the Incentive Plan), the Executive shall be paid an Annual Bonus grant date fair value, as computed in an amount equal accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or any successor accounting standard), and (B) with respect to Awards (as defined in the Incentive Plan) other than Stock Options and Stock Appreciation Rights (and excluding cash Awards under the Incentive Plan), the product of (x1) the amount number of shares or units subject to such Award, times (2) the “fair market value” of a share of the REIT’s common stock on the date of grant as determined under the Incentive Plan. For purposes of this Agreement, “Annual Bonus to which Grant” shall mean (1) the Executive would have been entitled if the Executive's employment had not been terminatedTime Vesting Restricted Stock Award, and (y2) the grant of an equity-based Award that constitutes a fractioncomponent of a given year’s annual compensation package and shall not include any isolated, one-off or non-recurring grant outside of the numerator of which is Executive’s annual compensation package, such as (but not limited to) the number of days Performance Vesting Restricted Stock Award granted pursuant to Section 2(b)(iii) above, an initial hiring Award, a retention Award, an Award that relates to multi-year or other long-term performance, an outperformance Award or other similar award, in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multipleany event, as determined by the Company shall continue to provide in its sole discretion. For the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; providedavoidance of doubt, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under for purposes of this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that Annual Bonus shall include any portion of the Executive execute, deliver to the Company and not revoke a release of claims Executive’s Annual Bonus received in substantially the form attached hereto as Exhibit A.of equity rather than cash.

Without Cause or for Good Reason. If, during The Employment Term and the Employment Period, Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company shall terminate without Cause. In the Executive's employment without Cause or event of such termination, the Executive shall terminate his employment for Good Reasonbe entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within thirty (30) days following the Termination Date (such thirty (30) day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (ia) The Executive shall be paidIf such termination occurs during the Initial Term, in a single lump sum payment within 60 days after equal to the Date of Termination, the aggregate amount greater of (Ai) the Executive's earned but unpaid Base Salary one and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid one half (the "Accrued Obligations"), and (B) two (the "Severance Multiple"1.5) times the sum of (x) the annual Executive’s Base Salary for the year in effect on which the Termination Date plus occurs, which shall be paid within thirty (y30) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to days following the Termination Date (the "Severance Amount"); as determined in accordance with section 5.6) or (ii) At the time when annual bonuses are paid a lump sum payment equal to the Company's other senior executives amount of Executive’s Base Salary to be paid for the fiscal year remainder of the Company Initial Term, which shall be paid within thirty (30) days following the Termination Date; or if such termination occurs at any time after the Initial Term, a lump sum payment equal to the Executive’s Base Salary for the year in which the Termination Date of Termination occurs, the Executive which shall be paid an Annual Bonus within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in an amount equal to one taxable year and ends in another taxable year, payment shall not be made until the product of (x) the amount beginning of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")second taxable year; (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company AMIH shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company AMIH that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) two an amount (the "“Severance Amount”) equal to three (3) (the “Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) either (1) the average Annual Bonus received by the Executive for the three two complete fiscal years (or such lesser number of years as the Executive has been employed by the CompanyAMIH) of the Company AMIH immediately prior to the Termination Date, or (2) if the Date of Termination occurs before the end of the first complete fiscal year after the Effective Date, the amount of the Pro-Rated Annual Bonus (defined below) for such partial fiscal year; provided, however, if less than one (1) year remains in the "Employment Period after the Date of Termination, the Severance Amount"Multiple shall equal one (1); provided, further, that the Accrued Obligations shall be paid when due under Texas law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's AMIH’s other senior executives for the fiscal year of the Company AMIH in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For a period of years equal to eighteen months following the Severance MultipleDate of Termination, the Company AMIH shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated (or at AMIH’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's AMIH’s obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, terminate and any such coverage shall be reported by the Executive to the Company.AMIH; (iv) The Company shallAll outstanding stock options, at its sole expense restricted stock and on an as-incurred basis, provide other equity awards granted to Executive under any of AMIH’s equity incentive plans (or awards substituted therefore covering the Executive with outplacement services the scope and provider securities of which a successor company) shall be reasonable and consistent with industry practice for similarly situated executivesmodified to reflect an additional twelve (12) months of vesting; and (v) To the extent not theretofore paid or provided, the Company AMIH shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company AMIH and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) to which Executive is a party. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), ) and (iii) and (iv) above that the Executive execute, deliver to the Company AMIH and not revoke a release of claims in substantially the form attached hereto as Exhibit A.“A”.

Without Cause or for Good Reason. IfSubject to Section 4(e) below, if the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (and other than by reason of the Executive's ’s death or Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”) (or, if the amount of the Unpaid Bonus has not yet been determined as of the Date of Termination, such Unpaid Bonus shall be paid to the Executive on the date annual bonuses for the relevant fiscal year are paid to the Company’s executives generally, but in no event later than March 15th of the calendar year following the end of the calendar year to which such Unpaid Bonus relates); (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of the Executive’s Separation from Service (such date, the “Date of Termination”), and an amount equal to one (B1) two (the "“Severance Multiple"”) times the sum of (xA) the annual Base Salary in effect on the Termination Date of Termination, plus (B) the Executive's Average Annual Bonus Amount (as defined below). For purposes of this Agreement, the Executive's "Average Annual Bonus Amount" shall be an amount equal to the average of the Annual Bonuses awarded to the Executive for each of the three (3) fiscal years prior to the Date of Termination. For purposes of determining the Executive's “Average Annual Bonus Amount,” (x) to the extent the Executive received no Annual Bonus in any year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive's “Average Annual Bonus Amount,” and (y) to the average extent the Executive was not employed for an entire fiscal year, the Annual Bonus received by the Executive for such fiscal year shall be annualized for purposes of the three complete fiscal years preceding calculation. For the avoidance of doubt, for purposes of this Section 4(a)(ii), an Annual Bonus shall include any portion of the Executive’s Annual Bonus received in the form of equity rather than cash, provided that any such equity award expressly provides by its terms that it was issued in lieu of cash in payment of the Executive's Annual Bonus or a portion thereof. In the event the Executive's Date of Termination occurs within twelve (or 12) months following a Change in Control, the Severance Multiple shall be two (2). (iii) Except to the extent an award agreement governing an equity award granted to Executive specifically provides for the treatment of such lesser number equity award in the event of years as the Executive has been employed Executive's termination of employment by the CompanyCompany other than for Cause or Executive's resignation for Good Reason and provides that its terms shall supersede the provisions of this Section 4(a)(iii), in which case the terms of such award agreement shall govern, the vesting and/or exercisability of fifty percent (50%) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Companyeach of Executive's other senior executives for the fiscal year of the Company in which outstanding unvested equity awards shall be automatically accelerated on the Date of Termination occurs, the Executive (which percentage shall be paid an Annual Bonus increased to one hundred percent (100%) in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if event the Executive's employment had not been terminatedDate of Termination occurs within twelve (12) months following a Change in Control). In addition, and (y) a fractionnotwithstanding anything to the contrary in the award agreements evidencing the Original Restricted Stock Awards, the numerator Original Restricted Stock Awards shall, to the extent not previously vested, become fully vested and nonforfeitable on the Executive's Date of which is Termination. (iv) For the number of days in such fiscal year through period beginning on the Date of Termination and ending on the denominator of date which is twelve (12) full months following the total number Date of days in Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or (B) the date the Executive becomes eligible to receive the equivalent or increased healthcare coverage from a subsequent employer) (such fiscal year (a "Pro-Rated Annual Bonus"period, the “COBRA Coverage Period”); (iii) For a period , if the Executive and his eligible dependents who were covered under the Company’s health insurance plans as of years equal the Date of Termination elect to the Severance Multiplehave COBRA coverage and are eligible for such coverage, the Company shall pay the COBRA premiums necessary to continue to provide health insurance coverage for the Executive and his covered dependents as in effect on the Date of Termination. If any of the Company’s health benefits are self-funded as of the date of the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them Separation from Service, or if the Executive's employment had Company cannot been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with outplacement services applicable law (including, without limitation, Section 2716 of the scope and provider Public Health Service Act), then in lieu of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To paying the extent not theretofore paid or providedCOBRA premiums as set forth above, the Company shall timely instead pay or provide to the Executive any vested benefits and other amounts or benefits required on the last day of each remaining month of the COBRA Coverage Period a fully taxable cash payment equal to be paid or provided or which the applicable COBRA premium for such month for the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")his covered dependents. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii4(a)(iii) and (iv4(a)(iv) above that the Executive execute, execute and deliver to the Company and not revoke a an effective release of claims in substantially the form attached hereto as Exhibit A.B (the “Release”) within twenty-one (21) days (or, to the extent required by law, forty-five (45) days) following the Date of Termination and that the Executive not revoke such Release during any applicable revocation period.

Without Cause or for Good Reason. If, during In the Employment Period, event that the Executive’s employment is terminated (i) by the Company shall terminate the Executive's employment without Cause (other than due to Disability or death) or (ii) by the Executive shall terminate his employment for Good Reason: , then, subject to the provisions of Section 3.02 and Section 5.02(a) and (ib) The Executive shall be paid(under certain circumstances requiring a six month suspension of payments) hereof, in a single lump sum payment within 60 days after the Date of Terminationeither case, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to following benefits shall be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid Executive: (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x1) the annual Base Salary Accrued Obligations (at the time set forth in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"Section 3.01(a)); (ii2) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year a continuation of the Company in Executive’s Base Salary during the Severance Continuation Period, which the Date of Termination occurs, the Executive shall be paid an Annual Bonus at the same time and in an amount equal to the product same manner as if the Executive had remained employed by the Company during such period; provided, however, that the payments normally payable during the 60-day period following the Termination Date shall be accrued and paid in a lump sum within five days following the end of such 60-day period; (x3) the a pro rata amount of the Annual Bonus to Bonus, if any, which the Executive would have been entitled payable for the calendar year in which such termination occurs, determined at the same time and in the same manner as would have occurred if the Executive's ’s employment had not been terminated, terminated during such calendar year and (y) equal to the amount which would have been payable to the Executive if the Executive’s employment had not been terminated during such calendar year multiplied by a fraction, the numerator of which is the number of days in the Executive was employed by the Company during such fiscal calendar year through the Date of Termination and the denominator of which is 365. Any pro rata Annual Bonus payable under this subsection shall be paid in a lump sum at the total number of days in such fiscal year (a "Pro-Rated same time the Annual Bonus")Bonus amounts would have been paid if the Executive’s employment had continued until the normal Annual Bonus payment date; (iii4) For a period of years cash payment equal to two (2) times the Target Bonus Payment for the year in which the Termination Date occurs (or, in the case of a termination for Good Reason due to prong (ii) of section (B) of such definition, based on the target bonus opportunity immediately prior to any reduction of it), payable in as nearly equal installments as possible over the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedContinuation Period; provided, however, that the payments normally payable during the 60-day period following the Termination Date shall be accrued and paid in a lump sum within five days following the end of such 60-day period; and (5) during the Severance Continuation Period, the Executive and his eligible dependents as of the Termination Date shall continue to be covered by all medical, vision and dental Benefit Plans (excluding disability and life insurance) maintained by the Company, and at the same single / family / spouse only / other option, under which the Executive was covered immediately prior to the Termination Date (collectively, the “Continued Health Benefits’’) at the same active Executive premium cost as a similarly situated active executive; provided, however, in any case such Benefits shall cease if the Executive becomes re-employed with another entitled to medical benefits, dental and vision benefits from a new employer as provided in Section 3.03(a). The Company may provide such medical, vision and dental benefits by reimbursing Executive for his cost for COBRA (or, if the Company determines it is eligible possible, by making other arrangements to receive group health insurance coverage under another employer's plans, relieve Executive of such cost) in an amount equal to what the Company's obligations under this Section 4(a)(iii) shall be reduced Company was previously paying on behalf of Executive for such benefits through such Severance Continuation Period and comparable amounts if the COBRA continuation period expires prior to the extent comparable coverage is actually provided to expiration of the Executive and Severance Continuation Period. Following the Executive's eligible family members, and any such coverage shall be reported ’s termination of employment by the Company without Cause or by the Executive to the Company. (iv) The Company shallfor Good Reason, at its sole expense and on an as-incurred basisexcept as set forth in this Section 3.01(d), provide the Executive with outplacement services shall have no further rights to any compensation or any other benefits in the scope and provider nature of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid severance or provided, the Company shall timely termination pay or provide to in connection with the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement termination of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.his employment.

Without Cause or for Good Reason. If, during the Employment Period, If the Company shall terminate the Executive's ’s employment without Cause (as defined in Section 2 below) or the Executive shall terminate his employment for Good Reason:Reason (as defined in Section 2 below): (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of (A) the Executive's ’s earned but unpaid Base Salary base salary and accrued but unpaid vacation pay through the Date of TerminationTermination (as defined in Section 2 below), and any Annual annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and and (B) two (the "Severance Multiple"I) times the sum of (x) the annual Base Salary Executive’s base salary, as in effect on the Termination Date of Termination, plus (y) the average Annual Bonus annual bonus received by the Executive for the three complete (3) completed fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date of Termination, multiplied by (II) three (3) (such amount determined under this clause (B) payable to the "Executive, the “Severance Amount"”); (ii) At the time when annual bonuses are . The Severance Amount shall be paid to the Company's other senior executives for the fiscal year Executive as follows: (A) fifty percent (50%) of the Company Severance Amount shall be paid in a single lump sum payment within ten (10) days after the Release Effective Date (as defined below) and (B) the remaining fifty percent (50%) of the Severance Amount shall be paid in a single lump sum payment on March 1st of the year following the calendar year in which the Date of Termination occursoccurred; provided, however, that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined in Section 2 below), then the Severance Amount shall be paid an Annual Bonus in an amount equal to a single lump sum payment within ten (10) days following the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")Release Effective Date; (iiiii) For a period of years equal to eighteen (18) months following the Severance MultipleDate of Termination, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated under the terms and conditions of the applicable plans; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii1(a)(ii) shall be reduced terminated to the extent comparable coverage is actually provided to the Executive and the Executive's ’s eligible family members, and any such coverage shall be reported by the Executive to the Company.; (iii) The Company shall pay to Executive an amount equal to the premiums for the long-term disability and life insurance coverage provided to Executive immediately prior to the Date of Termination, if any, for a twelve (12) month period following the Date of Termination, determined by reference to the premiums in effect immediately prior to the Date of Termination, which amount shall be paid to the Executive in a single lump sum payment within ten (10) days after the Release Effective Date; (iv) The For a period of eighteen (18) months following the Date of Termination, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and; (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full (other than any such awards the vesting of which is performance-based, in which case the terms of such awards shall govern the accelerated vesting and exercisability of such awards upon the Executive’s termination of employment, if any). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B1(a)(i)(B) and 4(a)(ii1(a)(ii), (iii), (iv) and (ivvi) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”). Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that Executive has a certain period to consider whether to execute such Release, and Executive may revoke such Release within seven (7) business days after execution. In the event Executive does not execute such Release within the applicable period, or if Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in Sections 1(a)(i)(B) and 1(a)(ii), (iii), (iv) and (vi) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

Without Cause or for Good Reason. If(a) The Bank may immediately terminate this Agreement at any time “without Cause” by giving the Employee written notice of the termination date. Employee may immediately terminate this Agreement at any time upon the occurrence of Good Reason (as defined below) by giving the Bank written notice of the termination date. If this Agreement is terminated pursuant to this Section 4.3, during and subject to the Employment Periodlimitations set forth in Sections 9 and 10, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reasonthen: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive Employee shall be paid an Annual Bonus severance compensation in an amount equal to 100% of his annual “Base Salary” (as defined in Section 3.1) then in effect which shall be paid over a twelve (12)-month period commencing from the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled termination date in such installments and intervals as if the Executive's employment Employee had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedremained employed; provided, however, that the payments pursuant to this clause (i) shall only be made if Employee executes a release substantially in the Executive form of Exhibit A and such release becomes re-employed with another employer and is eligible effective pursuant to receive group health insurance coverage under another employer's plans, its terms; (ii) Employee shall be paid any other amounts owing to the Company's obligations Employee by the Bank under this Section 4(a)(iii) Agreement at such termination date, which amounts shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family memberspaid within a reasonable time, and any but no more than thirty (30) days, after such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivestermination date; and (viii) To If and to the extent not theretofore paid or providedthat the Employee timely elects COBRA continuation coverage, the Company shall timely Bank will pay to Employee on a monthly basis the cost of COBRA continuation coverage, less the amount of premiums by active employees receiving the same coverage, for a period of twelve (12) months from the termination date or, if earlier, until Employee becomes eligible under another group health plan or provide otherwise no longer continues to have COBRA coverage. Anything in this Agreement to the Executive contrary notwithstanding, upon a termination pursuant to this Section 4.3, Employee’s sole rights and remedies against the Bank arising out of any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible such termination of his employment hereunder are to receive under any plan, program, policy or practice or contract or agreement of the Company severance compensation and its affiliates (such the other amounts and benefits as are explicitly set forth in this Section 4.3. All of the provisions of this Section 4.3 shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition subject to the Executive's right to receive provisions of Section 5 below. (b) For purposes of this Section 4.3, “Good Reason” shall mean, without the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release written consent of claims in substantially the form attached hereto as Exhibit A.Employee:

Without Cause or for Good Reason. IfIf Employee’s employment is involuntarily terminated without Cause (and other than due to Employee’s death or Incapacity) within two (2) years after a Change of Control shall have occurred or if Employee resigns for Good Reason within two (2) years after a Change of Control shall have occurred, then the Bank shall pay to Employee (subject to any applicable payroll or other taxes required to be withheld), (i) (A) any unpaid base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (B) any annual incentive compensation earned during the Employment Periodcalendar year preceding the calendar year of termination, but not yet paid as of the date of termination, payable on the earlier of the thirtieth (30th) day after the date of termination, or when otherwise due; and (C) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (a)(i)(A) — (C) collectively are referred to as the “Accrued Obligations”) and (ii) subject to Employee’s signing, delivering and not revoking a Release Agreement in a form satisfactory to the Bank and the Holding Company that shall include the provisions attached as Exhibit A, which Release Agreement must be signed, delivered and not revoked within the time period set forth therein, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reasonfollowing: (iA) The Executive An amount equal to one times Employee’s base salary as in effect at the time of termination, payable over a period of twelve (12) months in accordance with the regular pay periods of the Bank (but not less frequently than monthly and in equal installments) beginning on the first payroll following the date of termination of employment, provided, however, that all payments otherwise due during the first sixty (60) days following termination of employment shall be paidaccumulated and, in a single lump sum payment within 60 days after if the Date Release requirements have been met, paid on the sixtieth (60th) day following termination of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and employment. (B) two (the "Severance Multiple") An amount equal to one times the sum of (x) the average annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive bonus payable for the three complete fiscal (3) years preceding the calendar year in which the termination occurs (or such lesser the average for the number of years the Agreement has been in effect if less than three (3) years.) If the Agreement was in effect and no bonus was paid for a calendar year, then the amount to be used for that year in computing the average shall be zero. The bonus amount shall be payable over a period of twelve (12) months in accordance with the regular pay periods of the Bank (but not less frequently than monthly and in equal installments), payable in the same manner and at the same time as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"payments in Section 2(a)(A);. (iiC) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an An amount equal to the product of twelve (x12) times the amount monthly rate of the Annual Bonus to which Bank’s subsidy for coverage in its medical, dental and vision plans for active employees (including any applicable coverage for spouses and dependents) in effect on the Executive would have been entitled if date of termination, payable in a lump sum on the Executive's employment had not been terminated, and sixtieth (y60th) a fraction, the numerator day following termination of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Companyemployment. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days clays in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage covetage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during The Employment Term and the Employment Period, Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company shall terminate without Cause (other than on account of the Executive's employment without Cause ’s death or Disability or the Company’s failure to renew the Agreement in accordance with Section 1). In the event of such termination, the Executive shall terminate be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his employment for Good Reasonexecution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within forty-five (45) days following the Termination Date, or such period as otherwise provided by applicable law (such forty-five (45)-day period or other period as otherwise provided by applicable law, the “Release Execution Period”), the Executive shall be entitled to receive the following: (ia) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of equal to three (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple"3) times the sum of (x) the annual Executive’s Base Salary and Target Bonus for the year in effect on which the Termination Date plus occurs, minus $300,000, which shall be paid within sixty (y60) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to days following the Termination Date (or following the "Severance Amount"date such Release becomes effective); provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; (iib) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount a lump sum payment equal to the product of (xi) the amount of the Annual Bonus to which Bonus, if any, that the Executive would have been entitled if earned for the Executive's employment had not been terminated, calendar year in which the Termination Date (as determined in accordance with Section 5.6) occurs based on the Target Bonus and (yii) a fraction, the numerator of which is the number of days in such fiscal the Executive was employed by the Company during the year through the Date of Termination termination and the denominator of which is the total number of days in such fiscal year (a "the “Pro-Rated Annual Rata Bonus"”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives; (iiic) For a period If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of years equal to the Severance Multiple1985 (“COBRA”), the Company shall continue to provide reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. The Executive shall be eligible to receive such reimbursement until the Executive's earliest of: (i) the maximum duration of COBRA continuation coverage, not to exceed the second anniversary of the Termination Date; (ii) the date the Executive is no longer eligible family members with group health insurance coverage at least equal to that receive COBRA continuation coverage; and (iii) the date on which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance substantially similar coverage under from another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid employer or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")source. Notwithstanding the foregoing, it if the Company’s making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with the ACA. (d) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Equity Incentive Plan and the applicable award agreements; provided that, in accordance with the recommendations of a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to compensation consultant engaged by the Company as soon as practical following the Effective Date, this Agreement may be amended to include applicable terms notwithstanding the terms of the Equity Incentive Plan and not revoke a release of claims in substantially the form attached hereto as Exhibit A.applicable award agreements.

Without Cause or for Good Reason. IfIn addition to the Accrued Payments, during in the Employment Periodevent Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, , the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paidshall, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid subject to the Executive pursuant to Section 2(b)(ii) above for any fiscal year satisfaction by Employee of the Company that ends on or before the Date of Termination to the extent not previously paid Severance Conditions (the "Accrued Obligations"as defined below), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior pay to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in Employee an amount equal to the product of (x) the amount of the Annual Performance Bonus to which the Executive that Employee would have been entitled if to receive pursuant to Section 3(b) hereof for the Executive's employment had not been terminatedcalendar year of termination based on actual achievement of the Company performance targets, and (y) multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in such fiscal the calendar year through the Date of Termination Employee’s termination, and the denominator of which is 365 or 366, as applicable (the total number of days in such fiscal year (a "“Pro-Rated Annual Rata Bonus"”); (iii) For a period , payable as soon as administratively feasible following preparation of years equal the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to the Severance Multiplewhich such Performance Bonus relates. In addition, the Company shall continue to provide Employee with the Executive following (the “Severance Benefits”), contingent upon satisfaction by Employee of the Severance Conditions, as defined below: (i) Payment of an amount (the “Separation Payment”), payable at the time and in the Executive's eligible family members with group health insurance coverage at least manner provided below in Section 6(g), equal to that which would have been provided the sum of: (1) the product of 1X Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not consented to them by Employee); plus (2) the product of 1X the product of (1) the Employee’s annual Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, and (2) the Executive's employment had Employee’s Target Performance Bonus Percentage as of the Date of Termination (or, if greater, the Target Performance Bonus Percentage in effect before any reduction not been terminatedconsented to by Employee); provided, however, that, if Employee is terminated by the Company without Cause prior to the 15-month anniversary of the Effective Date, the multiple referred to in each of subparagraphs (1) and (2) shall instead be 2X (however, for the avoidance of doubt, such 2X multiple shall not apply with respect to a termination by Employee for Good Reason, regardless of when such termination occurs); provided further that if a Change in Control (as defined below) occurs during the Executive becomes re-employed with another employer Employment Period and (x) Employee is eligible to receive group health insurance coverage under another employer's plans, terminated by the Company's obligations under this Section 4(a)(iiiCompany without Cause on or within 18 months following such Change in Control or (y) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family membersEmployee terminates employment for Good Reason on or within 18 months following such Change in Control, and any such coverage termination constitutes a Separation from Service, then the multiple referred to in each of subparagraphs (1) and (2) shall instead be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives2X; and (vii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's The right to receive COBRA Reimbursements (as defined in Section 6(e) below) for 18 months following the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii)Date of Termination, (iii) and (iv) above that the Executive execute, deliver subject to the Company and not revoke a release provisions of claims in substantially the form attached hereto as Exhibit A.Section 6(e).

Without Cause or for Good Reason. If, during the The Employment Period, the Company shall terminate Term and the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall hereunder may be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received terminated by the Executive for the three complete fiscal years (Good Reason or such lesser number of years as the Executive has been employed by the Company) Company without Cause. In the event of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurssuch termination, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive Accrued Amounts and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition subject to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke ’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company and currently expected to be substantially in the form attached annexed hereto as Exhibit A.“A” (the “Release”) and such Release becoming effective within thirty (30) days following the Termination Date (such 30-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following: (a) Eighteen (18) months of the Executive’s Base Salary plus one and one-half times annual Target Bonus payable in equal installment in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall begin within 14 days after the end of the Release Execution Period; provided that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; (b) Executive shall receive twelve (12) months of service credit under all outstanding unvested equity incentive awards and cash incentive payments granted to the Executive during the Employment Term based on actual performance; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect; and (c) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives/becomes eligible to receive substantially similar coverage from another employer or other source. (d) In the event Executive’s employment is terminated without Cause or Executive resigns for good reason after the third anniversary of the Effective Date: (i) Executive’s payments under Section 5.2(a) shall be six (6) months of base salary and one-half of Executive’s annual Target Bonus amount; and (ii) under Section 5.2(b), Executive shall receive six (6) months of service credit under all outstanding equity incentive awards and cash payments referred to in Section 5.2(b).

Without Cause or for Good Reason. If, during If the Employment PeriodExecutive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause, the Company Company’s sole obligation hereunder shall terminate the Executive's employment without Cause or be to pay the Executive shall terminate his employment for Good Reasonthe following amounts: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")Compensation; (ii) At a pro-rata portion (based on the time when days worked by the Executive during the applicable year) of any bonus awarded pursuant to any annual bonuses are paid to bonus plan maintained by the Company's other Company for its senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had he not been terminated, and (y) a fractionwhich shall be paid at such time as other participants in the bonus plan are paid their respective bonuses in respect of that fiscal year, but no later than March 15 of the numerator of which is calendar year following the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")Date; (iii) For a The Executive’s Base Salary for the following period of years equal (the “Salary Continuation Period”): (A) in the event that Executive’s employment hereunder is terminated prior to the Severance Multipleoccurrence of a Change in Control, the Company lesser of (x) eighteen (18) months following such termination or (y) the remaining duration of the Term; or (B) in the event that Executive’s employment hereunder is terminated on or following the occurrence of a Change in Control, the greater of (x) twenty-four (24) months following such termination or (y) the remaining duration of the Term; in each instance such amount payable in equal installments in accordance with the Company’s payroll practices applicable to its executive officers which payments shall continue commence on the earlier of the first payroll date following the 75th day after the Termination Date, or thirty (30) days after the effective date of the Release referenced below in Section 9(g). The first payment pursuant to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to this Section 9(b)(iii) shall include those payments that which would have previously been provided to them paid if the Executive's employment payments described in this Section had not been terminated; providedbegun on the first payroll date following the Termination Date. This timing of the commencement of payments pursuant to this Section 9(b)(iii) is subject to Section 11 below. For the avoidance of doubt, however, that if such termination occurs at a time when the Executive becomes re-employed with another employer and Base Salary is eligible to receive group health insurance coverage under another employer's plansless than $250,000, the Company's obligations under Base Salary for purposes of this Section 4(a)(iiishall increase to $243,500 and $250,000, as applicable, at such time(s) shall be reduced to as it would have increased if he had remained in the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to employ of the Company.; and (iv) The Company shall, at its sole expense and that portion of the Options that is unvested on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which Termination Date shall be reasonable deemed vested on the Termination Date and consistent with industry practice for similarly situated executives; and (v) To such Options shall remain outstanding through the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement remainder of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.original 5 year term.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) two one and one-half (1.5) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "“Severance Amount"”); (ii) At the time when annual bonuses are paid to the Company's ’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs, but in no event later than the later of (a) the 15th day of the third month following the Executive’s taxable year which includes the Date of Termination, and (b) the 15th day of the third month following the Company’s taxable year which includes the Date of Termination, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) Any unvested shares of the Restricted Stock shall become immediately vested in full; (iv) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii4(a)(iv) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's ’s eligible family members, and any such coverage shall be reported by the Executive to the Company. (ivv) The For a period of not more than one year following the Date of Termination, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (vvi) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii), (iv) and (ivv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.D.

Without Cause or for Good Reason. If, during the The Employment Period, the Company shall terminate Term and the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall hereunder may be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received terminated by the Executive for the three complete fiscal years (Good Reason or such lesser number of years as the Executive has been employed by the Company) Company without Cause. In the event of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurssuch termination, the Executive shall be paid an Annual Bonus in an amount equal entitled to receive the Accrued Amounts and subject to the product Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive this Agreement and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider ’s execution of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially favor of the Company, its affiliates and their respective officers and directors in a form attached hereto as Exhibit A.provided by the Company (the “Release”) and such Release becoming effective within the time period specified in the Release (the “Release Execution Period”), the Executive shall be entitled to receive (i) a lump sum payment of $13,300 and (ii) Executive’s continued Base Salary for three (3) months following the Termination Date payable in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall commence within sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2021 Plan and the applicable award agreements; provided that notwithstanding anything in any option agreement to the contrary, upon the termination of the Employment Term and the Executive’s employment hereunder by the Executive for Good Reason or by the Company without Cause, any stock options granted to Executive that are scheduled to vest at the end of the annual vesting period during which such termination occurs shall immediately vest upon such termination date.”

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) two an amount (the "“Severance Amount”) equal to three (3) (the “Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) either (1) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date, or (2) if the Date of Termination occurs before the end of the first complete fiscal year after the Effective Date, the amount of the Pro-Rated Annual Bonus (defined below) for such partial fiscal year; provided, however, if less than one (1) year remains in the "Employment Period after the Date of Termination, the Severance Amount"Multiple shall equal one (1); provided, further, that the Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's ’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For a period of years equal to the Severance Multipleone (1) year, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated (or at the Company’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, terminate and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (viv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iviii) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate If the Executive's employment is terminated without Cause by D&E, or is terminated by Executive for Good Reason, then D&E shall pay the Executive the greater of (i) his full Salary from the date of termination through the last day of the then current Term; or (ii) an amount equal to one year's Salary at his then current Salary. In addition, the Executive shall be entitled to: (i) an additional annual retirement benefit pursuant to the terms of the D&E Supplemental Retirement Plan (the "SERP"), the form of which is attached hereto as Exhibit D, which is a plan of deferred compensation that provides for an annual supplemental retirement benefit equal to the additional qualified retirement benefit the Executive would accrue under the D&E Communications, Inc. Employee's Retirement Plan (the "Qualified Retirement Plan") if the Executive was treated as if he had remained employed by D&E through the end of the Initial Term or any applicable Extended Term. The benefit provided under the SERP is intended to be in addition to the Qualified Retirement Plan benefit payable to the Executive regardless of whether the Executive has satisfied the vesting requirements of such plan(s); (ii) payment of the amount that would have been due to the Executive under any Short Term Incentive Plan in effect at the time of Executive's termination had the Executive remained employed by D&E through the end of the incentive period relating thereto. Any such incentive payment shall be due and payable only at the time and in the manner provided for in the plan relating thereto; (iii) a lump sum of $17,000 to reimburse Executive for miscellaneous expenses, and (iv) payment on behalf of Executive of the fees and costs charged by a nationally recognized outplacement firm selected by the Executive to provide outplacement services, not to exceed a period of twelve (12) months after termination and the amount of $12,500. Termination for "Good Reason" shall mean termination by the Executive of his employment due to: any material adverse change in the position, responsibilities, authority or duties assigned to the employee, as contemplated by paragraph 4, without his consent, except in connection with the termination of the Executive's employment for Cause; failure of D&E or any successor or assign to comply with paragraph 3 hereof in any material manner; requiring the Executive to be based anywhere that is 75 miles or more distant from the Executive's current place of work, without his consent, except for required travel on D&E's business to an extent substantially consistent with his present business travel obligations; a change in Executive's reporting relationship to anyone other than the Chairman of the Board of Directors; failure of D&E, its successors or assigns, to obtain and maintain officers and directors liability insurance in accordance with Paragraph 10; failure of any successor or assign of D&E to assume this Agreement and honor its provisions, or any material breach of this Agreement by D&E or its successor or assign; or any reduction in the Salary. If the Executive intends to terminate his employment for Good Reason: (i) , he must first give notice to D&E that such action or limitation of D&E constitutes Good Reason. The Executive Executive's employment shall be paiddeemed terminated for Good Reason if D&E fails to cure such situation within thirty (30) days of the date of said notice or, if said situation cannot be cured within such period, within a reasonable time thereafter, if a diligent effort is being made to cure such situation, but in a single lump sum payment within no event longer than 60 days after from the Date date of Terminationthe notice. If the Executive dies while receiving severance payments under this paragraph 5(b), then the aggregate amount remaining balance of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to severance payments due shall be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on his designated beneficiaries, or before the Date of Termination to the extent not previously paid (the "Accrued Obligations")if no beneficiaries are designated, and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition then to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.heirs.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) an amount (the “Severance Amount”) equal to two (2) times (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by Severance Amount (as defined below) in effect on the Date of Termination. Notwithstanding anything herein to the contrary, from and after the date that the Executive is appointed Chief Executive Officer, the Severance Multiple for purposes of this Section 2(b)(i) shall be three (3) rather than two (2). For purposes hereof, the three complete fiscal years Bonus Severance Amount shall equal: (A) if the Date of Termination is on or such lesser number prior to December 31, 2008, the 2008 Bonus, (B) if the Date of years as Termination is during the Executive has been employed by the Company) of the Company immediately calendar year 2009 prior to the Executive’s appointment as Chief Executive Officer, 100% of his Base Salary for such year, (C) if the Date of Termination is during the calendar year 2009 after the Executive’s appointment as Chief Executive Officer, 150% of his Base Salary for such year and (D) if the Date (of Termination is during the "Severance Amount"); (ii) At remainder of the time when annual bonuses are paid to Employment Period, the Company's other senior executives lesser of the 150% of his Base Salary for the fiscal year of the Company in which the Date of Termination occurs, takes place or the actual Annual Bonus that the Executive earned in the prior calendar year. The Accrued Obligations shall be paid an Annual Bonus in an amount equal to when due under California law and the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of Severance Amount shall be paid no later than 60 days in such fiscal year through after the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus");Termination. (iiiii) For a period of years equal to eighteen (18) months following the Severance MultipleTermination Date, the Company shall shall, at the Company’s sole expense, continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated (or at the Company’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii4(a)(ii) shall be reduced to the extent comparable coverage is actually provided available to the Executive and the Executive's ’s eligible family members, and any such coverage shall be reported by the Executive to the Company. (iviii) The Company shallNotwithstanding anything to the contrary in any award agreement, at its sole expense and on an as-incurred basis, provide all outstanding equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) shall continue to vest in accordance with outplacement services their then existing terms without further action by the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; andBoard or any committee thereof. (viv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts and benefits provided for in Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(ii), (iii) and (iv4(a)(iii) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. IfIn addition to the Accrued Payments, during in the Employment Periodevent Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in Employee an amount equal to the product of (x) the amount of the Annual Performance Bonus to which the Executive that Employee would have been entitled if to receive pursuant to Section 3(b) hereof for the Executive's employment had not been terminatedcalendar year of termination, and (y) multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in such fiscal the calendar year through the Date of Termination Employee’s termination, and the denominator of which is 365 (the total number of days in such fiscal year (a "“Pro-Rated Annual Rata Bonus"”); (iii) For a period , payable as soon as administratively feasible following preparation of years equal the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to the Severance Multiplewhich such Performance Bonus relates. In addition, the Company shall continue to provide Employee with the Executive following (the “Severance Package”), contingent upon Employee satisfying the Severance Conditions, as defined below: (i) Payment of an amount (the “Separation Payment”), payable at the time and in the Executive's eligible family members with group health insurance coverage at least manner provided below in this Section 5(b), equal to the sum of: (A) the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that which would have been provided paid to them Employee if he had continued performing services pursuant to this Agreement for the Executive's employment had remainder of the then-current Term (or, if greater, the equivalent of twenty-four (24) months of Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not been terminatedconsented to by Employee), plus (B) the aggregate of the product of (1) and (2) below calculated for each calendar year remaining in the then current Term, or, if greater, two times the product of (1) the Employee’s annual Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, and (2) the percentage specified in Section 3(b) hereof (or such higher percentage specified by the Board with respect to the calendar year in which the Date of Termination occurs or, if greater, before any reduction not consented to by Employee); provided, however, that if plus (C) a lump sum amount equal to 18 months’ worth of the Executive becomes re-employed with another employer and is eligible monthly premium payment to receive continue Employee’s existing group health insurance care coverage calculated under another employer's plansthe applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as of the Date of Termination, whether or not Employee actually elects such continuation coverage; plus (ii) Immediate vesting of all unvested equity awards under the Company's obligations under this Section 4(a)(iii) ’s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be reduced fully vested on the Date of Termination (except to the extent comparable coverage the terms of any such equity awards explicitly provide that accelerated vesting upon a without Cause or Good Reason termination is actually provided not intended). To receive the Severance Package, Employee must execute and return to the Executive Company on or prior to the 50th day following the Date of Termination a waiver and release of claims agreement in the Executive's eligible family membersCompany’s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement claims as a stockholder of the Company and its affiliates which may be amended by the Company to reflect changes in applicable laws and regulations (the “Release”), and where applicable, not revoke such other amounts and benefits Release in the time provided for therein (the “Severance Conditions”). The Separation Payment shall be hereinafter referred to paid as follows: (A) If the "Other Benefits"Separation Payment is greater than the Section 409A Exempt Amount (defined below). Notwithstanding , then — (1) the foregoing, it Section 409A Exempt Amount shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims paid in substantially equal monthly installments over a period of twelve (12) months beginning on the form attached hereto as Exhibit A.first payroll date which occurs on or after the 60th day following the Date of Termination, and (2) the excess of the Separation Payment over the Section 409A Exempt Amount shall be paid in a single lump sum no later than 60 days after the Date of Termination.

Without Cause or for Good Reason. If, during the The Employment Period, the Company shall terminate the Executive's Term and Employee’s employment without Cause or the Executive shall terminate his employment hereunder may be terminated by Employee for Good ReasonReason or by Employer without Cause. In the event of such termination, Employee shall be entitled to receive the Accrued Amounts and subject to Employee’s compliance with Sections 5 through 10 and Employee’s execution, within 21 days following receipt, of a release of claims in favor of Employer, its affiliates and their respective officers and directors in substantially the form attached as Exhibit A hereto and Employee shall be entitled to receive the following: (i) The Executive shall be paidequal installment payments payable in accordance with Employer’s normal payroll practices, but no less frequently than bi-weekly, which are in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of equal to one (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple"1) times the sum of (x) the annual Base Employee’s Salary in effect for the year that includes the date of Employee’s termination, which shall begin within thirty (30) days following the date of Employee’s termination; provided that, the first installment payment shall include all amounts that would otherwise have been paid to Employee during the period beginning on the Termination Date plus (y) date of Employee’s termination and ending on the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has first payment date if no delay had been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")imposed; (ii) At if Employee timely and properly elects health continuation coverage under the time when annual bonuses are paid to the Company's other senior executives Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Employer shall reimburse Employee for the fiscal year difference between the monthly COBRA premium paid by Employee for Employee and Employee’s dependents and the monthly premium amount paid by similarly situated active employees of the Company in which the Date of Termination occursEmployer. Such reimbursement shall (a) be grossed up (i.e., the Executive shall be paid an Annual Bonus in an amount equal increased) to the product of (x) the amount of the Annual Bonus provide Employee with after-tax funds sufficient to which the Executive would have been entitled if the Executive's employment had not been terminatedpay all state and federal taxes owed by Employee applicable to such grossed-up reimbursement, and (yb) a fraction, be paid to Employee on the numerator fifteenth (15th) day of the month immediately following the month in which is Employee timely remits the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company premium payment. Employee shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is be eligible to receive group health insurance coverage under another employer's plans, such reimbursement until the Company's obligations under this Section 4(a)(iiiearliest of: (A) shall be reduced to the extent comparable coverage twelve-month anniversary of the date of Employee’s termination; (B) the date Employee is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is no longer eligible to receive under any plan, program, policy or practice or contract or agreement of COBRA continuation coverage; and (C) the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right date on which Employee becomes eligible to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.similar coverage from another employer.

Without Cause or for Good Reason. If, during If the Employment Period, Period ends due to the Company shall terminate Company’s termination of the Executive's ’s employment without Cause (and not due to death or Disability) or due to the Executive’s resignation for Good Reason, then the Executive shall terminate his employment for Good Reason: be paid an amount (ithe “Severance Amount”) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of equal to (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid one (the "Accrued Obligations"), and (B) two (the "Severance Multiple"1) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus and (yB) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior with respect to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of immediately preceding the Company fiscal year in which the Date of Termination occurstakes place, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) multiplied by a fraction, the numerator of which is the number of days in such the period commencing on January 1 of the fiscal year through which the Date of Termination takes place and ending on the denominator Date of Termination, which Severance Amount shall be paid in equal monthly installments over a one (1) year period beginning on the Company’s first regularly scheduled pay date that is on or after the total number date that is 60 days after the Date of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal Termination. Notwithstanding anything herein to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoingcontrary, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above Severance Amount that the Executive execute, execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company to do so, a release of claims in substantially a form reasonably acceptable to the Company (the “Release”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to the Severance Amount or any other claim that may first arise after the date the Release has been executed by the Executive. The form attached hereto as Exhibit A.of Release shall be provided to the Executive within five days following the Date of Termination.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and and (B) two (the "Severance Multiple"I) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date of Termination, multiplied by (II) three (3) (such amount determined under this clause (B) payable to the "Executive, the “Severance Amount"”); (ii) At the time when annual bonuses are . The Severance Amount shall be paid to the Company's other senior executives for the fiscal year Executive as follows: (A) 50% of the Company Severance Amount shall be paid in a single lump sum payment within ten (10) days after the Release Effective Date (as defined below) and (B) the remaining 50% of the Severance Amount shall be paid in a single lump sum payment on March 1st of the year following the calendar year in which the Date of Termination occursoccurred; provided, however, that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined below), then the Severance Amount shall be paid an Annual Bonus in an amount equal to a single lump sum payment within ten (10) days following the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")Release Effective Date; (iiiii) For a period of years equal to eighteen (18) months following the Severance MultipleDate of Termination, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated under the terms and conditions of the applicable plans; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii4(a)(ii) shall be reduced terminated to the extent comparable coverage is actually provided to the Executive and the Executive's ’s eligible family members, and any such coverage shall be reported by the Executive to the Company.; (iii) The Company shall pay to Executive an amount equal to the premiums for the long-term disability and life insurance coverage described in Sections 2(b)(iv) and 2(b)(viii) for a twelve (12) month period following the Date of Termination, determined by reference to the premiums in effect immediately prior to the Date of Termination, which amount shall be paid to the Executive in a single lump sum payment within ten (10) days after the Release Effective Date; (iv) The For a period of eighteen (18) months following the Date of Termination, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and; (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”). Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that, in the event that Executive is at least forty (40) years old on the Date of Termination, Executive has a certain period to consider whether to execute such Release, and Executive may revoke such Release within seven (7) business days after execution. In the event Executive does not execute such Release within the applicable period, or if Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

Without Cause or for Good Reason. IfSubject to Section 4(d) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”). (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and an amount equal to one (B1) two (the "“Severance Multiple"Multiplier”) times the sum of (x) the annual Base Salary in effect on the Termination Date of Termination, plus (y) the average Annual Bonus received earned by the Executive for (regardless of whether such amount was paid out on a current basis or deferred) during the three complete two (2) fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plansDate of Termination occurs on or within one (1) year following the occurrence of a Change in Control, the Company's obligations under Severance Multiplier shall be increased to two (2). For the avoidance of doubt, for purposes of this Section 4(a)(iii4(a)(ii), Annual Bonus shall include any portion of the Executive’s Annual Bonus received in the form of equity rather than cash. (iii) shall be reduced to the extent comparable coverage is actually provided to All outstanding equity awards held by the Executive on the Date of Termination, other than any currently outstanding or future Outperformance Incentive Award, shall immediately become fully vested and the Executive's eligible family members, exercisable (and any such coverage Outperformance Incentive Award shall be reported by governed in its entirety, including (without limitation) with regard to vesting and acceleration, in accordance with the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement terms of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"applicable award agreement). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A..

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason:Reason (whether or not in connection with a Change in Control (as defined below)): (i) The Executive shall be paid, paid in a single two lump sum payment within 60 days after payments the Date amounts set forth in (A) and (B) below (other than vested benefits, which shall be paid as and when due under the terms of Termination, the aggregate amount of applicable plan or program) and outstanding equity awards shall vest as set forth in (C) below: (A) the Executive's ’s earned but unpaid Base Salary and Salary, accrued but unpaid vacation pay through the Date of Termination, any vested amounts due to the Executive under any plan, program or policy of the Company and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination Termination, to the extent not previously paid (the "Accrued Obligations"if any), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount a pro rata share of the Target Annual Bonus to which determined by multiplying the Executive would have been entitled if the Executive's employment had not been terminated, and (y) Target Annual Bonus by a fraction, fraction the numerator of which is the number of days elapsed in such fiscal the year through the Date of Termination and the denominator of which is 365 (together, the total number “Accrued Obligations”), (B) an amount (the “Severance Amount”) equal to two (2) times the sum of days (x) the Base Salary in effect on the Date of Termination (but in no event less than the Base Salary set forth in Section 2(b)(i) above) plus (y) the greater of (xx) the Target Annual Bonus and (yy) the actual Annual Bonus paid to the Executive in respect of the last full calendar year immediately preceding the Date of Termination, and (C) all outstanding stock options, restricted stock units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefor covering the securities of a successor company) shall become immediately vested and, as applicable, exercisable in full (the “Vesting Acceleration”). The Accrued Obligations shall be paid when due under applicable law and, subject to Section 10(e) below, the Severance Amount shall be paid on the sixtieth (60th) day after the Date of Termination (or, if not a business day, on the first business day following such fiscal year sixtieth (a "Pro-Rated Annual Bonus"60th) day);. (iiiii) For a period of years equal to eighteen (18) months following the Severance MultipleTermination Date, the Company shall shall, at the Company’s sole expense, continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminated, based on the Executive’s applicable elections in effect on the Termination Date (or at the Company’s election, pay the applicable COBRA premium for such coverage) (the “Continuation Benefits”); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii4(a)(ii) shall be reduced to the extent comparable coverage is actually provided available to the Executive and the Executive's ’s eligible family members, and any such coverage eligibility shall be reported promptly by the Executive to the Company. , but in any event within fifteen (iv15) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (days after such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")eligibility begins. Notwithstanding the foregoing, if during the period of Continuation Benefits, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the remainder of the Continuation Benefits period. (iii) Notwithstanding anything herein to the contrary, it shall be a condition to the Executive's ’s right to receive any of the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii)Severance Amount, (iii) and (iv) above the Vesting Acceleration and/or the Continuation Benefits that the Executive timely execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his her employment for Good Reason: (i) The Executive shall be paid, in a single two lump sum payment within 60 days after the Date of Termination, the aggregate amount of payments (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "“Accrued Obligations"”), and (B) an amount (the “Severance Amount”) equal to two (2) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) either (1) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date, or (2) if the Date of Termination occurs before the end of the first complete fiscal year after the Effective Date, the amount of the Pro-Rated Annual Bonus (defined below) for such partial fiscal year; provided, however, if less than one (1) year remains in the "Employment Period after the Date of Termination, the Severance Amount"Multiple shall equal one (1); provided, further, that the Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than 60 days after the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's ’s other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's ’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "“Pro-Rated Annual Bonus"”); (iii) For a period of years equal to the Severance Multipleone (1) year, the Company shall continue to provide the Executive and the Executive's ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment had not been terminatedterminated (or at the Company’s election, pay the applicable COBRA premium for such coverage); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's ’s plans, the Company's ’s obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, terminate and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (viv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Date of Termination under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits")”) to which the Executive is a party. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iviii) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. IfSubject to Section 4(d) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”). (ii) In addition, the Executive shall be paid, in a single lump sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and an amount equal to one (B1) two (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average highest Annual Bonus received earned by the Executive (regardless of whether such amount was paid out on a current basis or deferred) for the three complete fiscal years (or such lesser number of full fiscal years as the Executive has been employed by the Company) of the Company immediately preceding the Date of Termination (or, in the event that the Date of Termination occurs prior to the Termination Date (end of the "Severance Amount"); (ii) At completion of the time when annual bonuses are paid to the Company's other senior executives for the first full fiscal year of the Company during the Employment Period, then the amount in which the Date of Termination occurs, the Executive clause (y) shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus determined based on the extent to which the Executive would have been entitled if the Executive's employment had not been terminated, and performance criteria applicable to such Annual Bonus (y) a fraction, the numerator of which is pro rated based on the number of days in such the fiscal year through the Date of Termination and as if the denominator of which is the total number of days in entire Annual Bonus was based solely on such performance criteria for such fiscal year year) are actually achieved as of the Date of Termination) plus (a "Pro-Rated Annual Bonus"); z) the highest Equity Award Value (iiias defined below) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided any annual grant made to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Company for the three fiscal years (or such lesser number of full fiscal years as the Executive to has been employed by the Company. ) of the Company immediately preceding the Date of Termination. For purposes of this Agreement, “Equity Award Value” shall mean (ivA) The Company shall, at its sole expense with respect to stock options and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or providedstock appreciation rights, the Company shall timely pay grant date fair value, as computed in accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or provide any successor accounting standard), of a regular annual equity award granted to the Executive for a given year, and (B) with respect to regular annual awards other than stock options and stock appreciation rights (including, without limitation, restricted stock and Operating Partnership units), the product of (x) the number of shares or units subject to such award, times (y) the “fair market value” of a share of the REIT’s common stock on the date of grant as determined under the Incentive Plan. For the avoidance of doubt, Equity Award Value shall not include the Time Vesting LTIP Units or the Performance Vesting LTIP Units granted pursuant to Section 2(b)(iii) above or the value of any vested benefits and other amounts or benefits required equity award granted to be paid or provided or which the Executive is eligible pursuant to receive under any plan, a multi-year performance program, policy long-term performance program, initial hiring award, retention award or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.similar non-recurring award.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of: (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of TerminationTermination (the “Accrued Obligations”), and any Annual bonus required to which Accrued Obligations shall be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations")Termination, and plus (B) two (the "Severance Multiple"I) times three (3), multiplied by (II) the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Date of Termination (provided that for purposes of calculating the amount pursuant to this clause (y), (1) to the extent the Executive received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the amount pursuant to this clause (y), and (2) to the extent the Executive was not employed for an entire fiscal year, the Annual Bonus received by the Executive for such fiscal year shall be annualized for purposes of the calculation), which amount shall be paid to the Executive in a single lump sum payment, subject to applicable withholding, within ten (10) days following the Release Effective Date (the "Severance Amount"as defined below); (ii) At For the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through period beginning on the Date of Termination and ending on the denominator of date which is twelve (12) full months following the total number Date of Termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage or the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires), the Company shall pay for and provide Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s termination with healthcare benefits which are substantially the same as the benefits provided to currently active employees, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums). If any of the Company’s health benefits are self-funded as of the Date of Termination, instead of providing continued health insurance coverage as set forth above, the Company shall instead pay to the Executive an amount equal to twelve (12) multiplied by the monthly premium the Executive would be required to pay for continuation coverage pursuant to COBRA for the Executive and his eligible dependents who were covered under the Company’s health plans as of the Date of Termination (calculated by reference to the premium as of the Date of Termination), which amount shall be paid in a lump sum, subject to applicable withholding, within ten (10) days in such fiscal year (a "Pro-Rated Annual Bonus")after the Release Effective Date; (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (iv) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (other than performance-based vesting awards) shall become immediately vested and exercisable in full. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”). Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that, in the event that Executive is at least forty (40) years old on the Date of Termination, Executive has a certain period to consider whether to execute such Release, and Executive may revoke such Release within seven (7) business days after execution. In the event Executive does not execute such Release within the fifty (50) days following the Date of Termination, or if Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

Without Cause or for Good Reason. IfIn addition to the Accrued Payments, during in the Employment Periodevent Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in Employee an amount equal to the product of (x) the amount of the Annual Performance Bonus to which the Executive that Employee would have been entitled if to receive pursuant to Section 3(b) hereof for the Executive's employment had not been terminatedcalendar year of termination, and (y) multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in such fiscal the calendar year through the Date of Termination Employee’s termination, and the denominator of which is 365 (the total number of days in such fiscal year (a "“Pro-Rated Annual Rata Bonus"”); (iii) For a period , payable as soon as administratively feasible following preparation of years equal the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to the Severance Multiplewhich such Performance Bonus relates. In addition, the Company shall continue to provide Employee with the Executive following (the “Severance Package”), contingent upon Employee satisfying the Severance Conditions, as defined below: (i) Payment of an amount (the “Separation Payment”), payable at the time and in the Executive's eligible family members with group health insurance coverage at least manner provided below in this Section 5(b), equal to the sum of: (A) the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that which would have been provided paid to them Employee if he had continued performing services pursuant to this Agreement for the Executive's employment had remainder of the then-current Term (or, if greater, the equivalent of twelve (12) months of Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not been terminatedconsented to by Employee), plus (B) the aggregate of the product of (1) and (2) below calculated for each calendar year remaining in the then current Term, or, if greater, the product of (1) the Employee’s annual Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, and (2) the percentage specified in Section 3(b) hereof (or such higher percentage specified by the Board with respect to the calendar year in which the Date of Termination occurs or, if greater, before any reduction not consented to by Employee); provided, however, that if plus (C) a lump sum amount equal to 18 months’ worth of the Executive becomes re-employed with another employer and is eligible monthly premium payment to receive continue Employee’s existing group health insurance care coverage calculated under another employer's plansthe applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as of the Date of Termination, whether or not Employee actually elects such continuation coverage; plus (ii) Immediate vesting of all unvested equity awards under the Company's obligations under this Section 4(a)(iii) ’s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be reduced fully vested on the Date of Termination (except to the extent comparable coverage the terms of any such equity awards explicitly provide that accelerated vesting upon a without Cause or Good Reason termination is actually provided not intended). To receive the Severance Package, Employee must execute and return to the Executive Company on or prior to the 50th day following the Date of Termination a waiver and release of claims agreement in the Executive's eligible family membersCompany’s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement claims as a stockholder of the Company and its affiliates which may be amended by the Company to reflect changes in applicable laws and regulations (the “Release”), and where applicable, not revoke such other amounts and benefits Release in the time provided for therein (the “Severance Conditions”). The Separation Payment shall be hereinafter referred to paid as follows: (A) If the "Other Benefits"Separation Payment is greater than the Section 409A Exempt Amount (defined below). Notwithstanding , then — (1) the foregoing, it Section 409A Exempt Amount shall be paid in substantially equal monthly installments over a condition to period of twelve (12) months beginning on the Executive's right to receive first payroll date which occurs on or after the amounts 60th day following the Date of Termination, and (2) the excess of the Separation Payment over the Section 409A Exempt Amount shall be paid in a single lump sum no later than 60 days after the Date of Termination. For purposes of this Agreement, the “Section 409A Exempt Amount” is two times the lesser of (x) Employee’s annualized compensation based upon the annual rate of pay for services provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and for the calendar year preceding the calendar year in which Employee has a “separation from service” (as defined in Section 5(i)) with the Company (adjusted for any increase during that year that was expected to continue indefinitely if Employee had not revoke separated from service) or (y) the maximum amount that may be taken into account under a release qualified plan pursuant to Section 401(a)(17) of claims the Code for the year in substantially which Employee has a separation from service. (B) If the form attached hereto Separation Payment is equal to or less than the Section ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, then the Separation Payment shall be paid in equal monthly installments over a period of months (limited to 24 such months) determined by dividing (x) the Separation Payment by (y) the Employee’s Monthly Base Salary as Exhibit A.of the Date of Termination, commencing in payment on the first business day of the third month following the Date of Termination, provided that the Date of Termination constitutes a “separation from service” (as defined in Section 5(i)).

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of (A) the Executive's earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Date of Termination Date (such amount determined under this clause (B) payable to the Executive, the "Severance Amount"). The Severance Amount shall be paid to the Executive as follows: (A) 50% of the Severance Amount shall be paid in a single lump sum payment within sixty (60) days after the Date of Termination and (B) the remaining 50% of the Severance Amount shall be paid in equal monthly installments over one (1) year; provided, however, that if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined below), then the Severance Amount shall be paid in a single lump sum payment within ten (10) days following the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to eighteen (18) months following the Severance MultipleDate of Termination, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedterminated under the terms and conditions of the applicable plans; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii4(a)(ii) shall be reduced terminated to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.; (iii) For a period of twelve (12) months following the Date of Termination, the Company shall continue to pay the premiums for the long-term disability and life insurance coverage described in Sections 2(b)(iv) and 2(b)(viii); provided, however, that if the Executive becomes re-employed with another employer and receives long-term disability and life coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be terminated to the extent comparable coverage is actually provided to the Executive, and any such coverage shall be reported by the Executive to the Company; and (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and; (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company's equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during If the Employment PeriodExecutive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause, the Company Company’s sole obligation hereunder shall terminate the Executive's employment without Cause or be to pay the Executive shall terminate his employment for Good Reasonthe following amounts: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")Obligation; (ii) At a pro-rata portion (based on the time when days worked by the Executive during the applicable year) of any bonus awarded pursuant to any annual bonuses are paid to bonus plan maintained by the Company's other Company for its senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had he not been terminated, and (y) a fractionwhich shall be paid at such time as other participants in the bonus plan are paid their respective bonuses in respect of that fiscal year, but no later than March 15 of the numerator of which is calendar year following the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")Date; (iii) For a The Executive’s Base Salary for the following period of years equal (the “Salary Continuation Period”): (A) in the event that Executive’s employment hereunder is terminated prior to the Severance Multipleoccurrence of a Change in Control, the Company lesser of (x) eighteen (18) months following such termination or (y) the remaining duration of the Term; or (B) in the event that Executive’s employment hereunder is terminated on or following the occurrence of a Change in Control, the greater of (x) twenty four (24) months following such termination or (y) the remaining duration of the Term; in each instance such amount payable in equal installments in accordance with the Company’s payroll practices applicable to its executive officers which payments shall continue commence on the earlier of the first payroll date following the 75th day after the Termination Date, or thirty (30) days after the effective date of the Release referenced below in Section 9(g). The first payment pursuant to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to this Section 9(b)(iii) shall include those payments that which would have previously been provided to them paid if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under payments described in this Section 4(a)(iiihad begun on the first payroll date following the Termination Date. This timing of the commencement of payments pursuant to this Section 9(b)(iii) shall be reduced is subject to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.Section 11 below; and (iv) The Company shall, at its sole expense and that portion of any Equity Awards that is unvested on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which Termination Date shall be reasonable deemed vested on the Termination Date and consistent with industry practice for similarly situated executives; and (v) To Options shall remain outstanding through the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement remainder of the Company and its affiliates (original term of such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.Options.

Without Cause or for Good Reason. IfExcept as otherwise provided in Section 8, during the Employment Period, the Company shall terminate the if Employer terminates Executive's ’s employment without Cause or the Executive shall terminate his terminates Executive’s employment for Good Reason, Executive shall be entitled to receive, subject to any applicable delay set forth in Section 19 below: (i) The Executive shall be paid, Accrued Obligations (as defined in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"6(a), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount");; and (ii) At Subject to Executive’s signing, delivering and not revoking the time when Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release: (A) A payment in a monthly amount equal to one-twelfth (1/12) of Executive’s annual bonuses are paid to base salary in effect immediately preceding such termination (but without applying, if applicable, any reduction of base salary that was the Company's other senior executives basis for Executive’s termination for Good Reason under Section 6(c)(iii)) for twelve (12) consecutive months, less all applicable withholdings, payable in accordance with Employer’s established payroll practices (but no less frequently than monthly), provided that the fiscal year amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of the Company in which the Date of Termination occurs, the Executive employment shall be paid an Annual Bonus in an amount equal a lump sum on the sixtieth (60th) day after Executive’s termination of employment and provided further that, if applicable, subject to the product of delay provided for in Section 19 (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"“Severance Benefit”);; and (iiiB) For a period of two (2) years from and after the date of Executive’s termination of employment, Employer shall pay Executive a cash amount on a monthly basis equal to the Severance Multiplefull monthly cost (including COBRA administrative fees, if applicable) of the Company shall continue medical and dental coverage for Executive (“Continued Health Coverage”) under the current or any successor health plan provided by Employer to provide its employees (the “Employer Plan”) (with Executive eligible to elect any health plan option for Executive and his family that is then available under the Employer Plan), with the full amount of such payment taxable to Executive's eligible family members with group health insurance ; provided that the amounts Executive would otherwise have received during the sixty (60) days after Executive’s termination had the payments begun immediately after Executive’s termination of employment shall be paid in a lump sum on the sixtieth (60th) day after Executive’s termination of employment and provided further that, if applicable, subject to the delay provided for in Section 19. Employer shall not be required to continue actual coverage at least equal under the Employer Heath Plan to that which would have been provided to them if the Executive's employment had extent it is not been terminatedrequired by COBRA or in the event such coverage is not agreed upon by any insurer under the Employer Plan; provided, however, that if in such event Employer shall continue to be obligated to make the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations payment required under this Section 4(a)(iii7(a)(ii)(B) and the amount of such monthly payment will be based on the applicable premiums immediately prior to when coverage terminates. Notwithstanding the above, if Executive becomes eligible for qualifying health care coverage through a subsequent employer within twenty-four (24) months after his last day of employment, Employer’s obligations hereunder with respect to the foregoing payments provided in this Section 7(a)(ii)(B) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")immediately terminate. Notwithstanding the foregoing, it shall be a condition and in addition to the Executive's right to receive the amounts provided for Employer’s remedies set forth in Sections 4(a)(i)(B) and 4(a)(iiSection 7(c)(iv), (iiiall such payments and benefits under Section 7(a)(ii) otherwise to be made after Executive’s termination of employment shall cease to be paid, and (ivEmployer shall have no further obligation with respect thereto, in the event Executive, without the consent of Employer, breaches or engages in any activity prohibited in Section 7(c) above that the Executive execute, deliver to the Company and not revoke a release or any of claims in substantially the form attached hereto as Exhibit A.its sub-parts or Section 10.

Without Cause or for Good Reason. IfThe Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, during the Employment Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within twenty-one (21) days following the Termination Date (such twenty-one (21) day period, the "Release Execution Period"), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to two (2) times the Executive's Base Salary for the year in which the Termination Date occurs, which shall be paid within twenty-one (21) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; (b) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall terminate the Executive's employment without Cause or reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. The Executive shall terminate his employment for Good Reasonbe eligible to receive such reimbursement until the earliest of: (i) the twelfth-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive receives substantially similar coverage from another employer or other source. (c) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2017 Equity Plan and the applicable award agreements. (d) Notwithstanding the terms of the 2017 Equity Plan or any applicable award agreements: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid all outstanding unvested stock options/stock appreciation rights granted to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of during the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), Employment Term shall become fully vested and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive exercisable for the three complete fiscal years (or such lesser number remainder of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")their full term; (ii) At the time when annual bonuses all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are paid not intended to the Company's other senior executives for the fiscal year qualify as performance-based compensation under Section 162(m)(4)(C) of the Company Internal Revenue Code of 1986, as amended (the "Code"), shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in which the Date settlement or payment of Termination occurs, such awards that are set forth in the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount applicable award agreement and that are required under Section 409A of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and Code (y"Section 409A") a fraction, the numerator of which is the number of days shall remain in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus");effect; and (iii) For a period all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of years equal to the Severance MultipleCode shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Companyapplicable performance goals are satisfied. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during If the Employment PeriodExecutive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause, the Company Company’s sole obligation hereunder shall terminate the Executive's employment without Cause or be to pay the Executive shall terminate his employment for Good Reasonthe following amounts: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")Obligation; (ii) At a pro-rata portion (based on the time when days worked by the Executive during the applicable year) of any bonus awarded pursuant to any annual bonuses are paid to bonus plan maintained by the Company's other Company for its senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had she not been terminated, and (y) a fractionwhich shall be paid at such time as other participants in the bonus plan are paid their respective bonuses in respect of that fiscal year, but no later than March 15 of the numerator of which is calendar year following the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")Date; (iii) For a The Executive’s Base Salary for the following period of years equal (the “Salary Continuation Period”): (A) in the event that Executive’s employment hereunder is terminated prior to the Severance Multipleoccurrence of a Change in Control, the Company lesser of (x) eighteen (18) months following such termination or (y) the remaining duration of the Term; or (B) in the event that Executive’s employment hereunder is terminated on or following the occurrence of a Change in Control, the greater of (x) twenty-four (24) months following such termination or (y) the remaining duration of the Term; in each instance such amount payable in equal installments in accordance with the Company’s payroll practices applicable to its executive officers which payments shall continue commence on the earlier of the first payroll date following the 75th day after the Termination Date, or thirty (30) days after the effective date of the Release referenced below in Section 9(g). The first payment pursuant to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to this Section 9(b)(iii) shall include those payments that which would have previously been provided to them paid if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under payments described in this Section 4(a)(iiihad begun on the first payroll date following the Termination Date. This timing of the commencement of payments pursuant to this Section 9(b)(iii) shall be reduced is subject to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.Section 11 below; and (iv) The Company shall, at its sole expense and that portion of any Options that is unvested on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which Termination Date shall be reasonable deemed vested on the Termination Date and consistent with industry practice for similarly situated executives; and (v) To such Options shall remain outstanding through the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement remainder of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.original 5 year term.

Without Cause or for Good Reason. If, during In the event the Employment Period, Period terminates under this Agreement as a result of the Company shall terminate terminating the Executive's ’s employment without Cause (other than pursuant to Sections 4(a) or (b)) or the Executive shall terminate terminating his employment for Good Reason: (i) The Executive Company shall be paidpay to the Executive, in a single lump sum payment within 60 days after upon the Date of Termination, the aggregate amount of : (A) the Executive's earned ’s accrued but unpaid unused vacation, unreimbursed business expenses and Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination (to the extent not previously paid theretofore paid) (the "“Accrued Obligations"Benefits”), and (B) two three (the "Severance Multiple"3) times the Executive’s Base Salary, in each case payable in a lump sum (the “Base Severance”); provided that if the Date of (xTermination is during the Initial Term, the amount the Executive shall be entitled to receive shall be twice the normal Base Severance. 2) the annual Base Salary in effect on the Termination Date plus (y) the average In lieu of any Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Companyunder Section 3(b) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occursExecutive’s employment terminates, the Executive shall be paid an Annual Bonus in an a lump sum amount equal to the product of (x) the amount of the Annual Bonus that would have become payable in cash to which the Executive would have been entitled for that fiscal year if the Executive's his employment had not been terminated, based on performance actually achieved in that year (determined by the Board following completion of the performance year and (y) paid at the time specified in the applicable plan), multiplied by a fraction, the numerator of which is the number of days the Executive was employed in such the fiscal year through the Date of Termination termination and the denominator of which is the total number of days in such the fiscal year (a "Pro-Rated Annual Bonus");of termination; provided that if the Date of Termination is during the Initial Term the amount received shall be no less than the maximum allowable annual bonus that the Executive could have been paid for such year pursuant to the terms of this Agreement. (iiiii) For a period The Company shall pay the employer’s portion of years equal the Executive’s COBRA premiums during any time in which the Executive elects COBRA continuation coverage for up to thirty (30) months following the Date of Termination, to the Severance Multiple, extent permitted under the Company shall continue to provide terms of the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedCompany’s medical plan; provided, however, that if the Executive is or becomes re-employed with another employer and is eligible to receive group health insurance coverage comparable medical benefits under another employer's plansemployer provided plan, the Company's obligations ’s obligation to make COBRA payments described herein shall be terminated. The Executive shall promptly notify the Company of any changes in his eligibility for medical benefits coverage. (iii) All outstanding and then unvested stock options, restricted stock and other equity awards granted to the Executive under this Section 4(a)(iiiany of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (each, an “Equity Award”) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Companydeemed vested. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan, program, policy or practice or contract policy, practice, contract, or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding . (v) If the foregoingDate of Termination under this Section 6(a) occurs within the twenty four (24)-month period following a Change in Control, it shall be a condition the Company shall, in addition to the Executive's right to receive the amounts other payments provided for in Sections 4(a)(i)(Bthis Section 6(a) and 4(a)(ii(other than subsection 6(a)(i)2)), (iii) and (iv) above that pay the Executive executean amount equal to three (3) times Target Bonus for the current fiscal year, deliver to in a lump sum, upon the Company and not revoke a release Date of claims Termination. For purposes of this Agreement, “Change in substantially Control” shall have the form meaning specified on Exhibit B attached hereto as Exhibit A.hereto.

Without Cause or for Good Reason. If, during In the event the Employment Period, Period terminates under this Amended Agreement as a result of the Company shall terminate terminating the Executive's ’s employment without Cause (other than pursuant to Sections 4(a) or 4(b)) or the Executive shall terminate terminating his employment for Good Reason: (i) The Executive Company shall be paidpay to the Executive, in a single lump sum payment within 60 days after upon the Date of Termination, the aggregate amount of : (A) the Executive's earned ’s accrued but unpaid unused vacation, unreimbursed business expenses and Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination (to the extent not previously paid theretofore paid) (the "“Accrued Obligations"), Benefits”) and three (B) two (the "Severance Multiple"3) times the Executive’s Base Salary, in each case payable in a lump sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"“Base Severance”); (iiB) At the time when annual bonuses are paid to the Company's other senior executives in lieu of any Annual Bonus under Section 3(b) for the fiscal year of the Company in which the Date of Termination occursExecutive’s employment terminates, the Executive shall be paid an Annual Bonus in an a lump sum amount equal to the product of (x) the amount of the Annual Bonus that would have become payable in cash to which the Executive would have been entitled for that fiscal year if the Executive's his employment had not been terminated, based on performance actually achieved in that year (determined by the Board following completion of the performance year and (y) paid at the time specified in the applicable plan), multiplied by a fraction, the numerator of which is the number of days the Executive was employed in such the fiscal year through the Date of Termination termination and the denominator of which is the total number of days in such the fiscal year (a "Pro-Rated Annual Bonus")of termination; provided that if the Date of Termination is during the Initial Term the amount received shall be no less than the maximum allowable annual bonus that the Executive could have been paid for such year pursuant to the terms of this Amended Agreement; (iiiC) For a period of years equal any stock options, restricted stock, RSUs and other equity awards to be granted to the Severance MultipleExecutive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (each, the Company shall continue to provide an “Equity Award”), that the Executive and would have received for the fiscal year in which the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's ’s employment terminated as though his employment had not terminated and assuming that all conditions or parameters to such receipt at the target level have been terminatedfully satisfied, multiplied by a fraction, the numerator of which is the number of days the Executive was employed in the fiscal year of termination and the denominator of which is the total number of days in the fiscal year of termination. To the extent the performance period related to an Equity Award is in excess of a single fiscal year, the calculation shall be based on a numerator which is the number of days the Executive was employed in the performance period and the denominator which is the total days in the performance period; and (D) any Annual Bonus(es) and Equity Awards that Executive earned for any fiscal year(s) prior to the fiscal year in which the Executive’s employment terminated to the extent that such Annual Bonus(es) and Equity Awards had not yet been paid or granted before the Date of Termination. (ii) The Company shall pay the employer’s portion of the Executive’s COBRA premiums during any time in which the Executive elects COBRA continuation coverage for up to thirty (30) months following the Date of Termination, to the extent permitted under the terms of the Company’s medical plan; provided, however, that if the Executive is or becomes re-employed with another employer and is eligible to receive group health insurance coverage comparable medical benefits under another employer's plansemployer provided plan, the Company's obligations under this ’s obligation to make COBRA payments described herein shall be terminated. The Executive shall promptly notify the Company of any changes in his eligibility for medical benefits coverage. (iii) Notwithstanding the cessation of Executive’s employment, all outstanding and then unvested Equity Awards (including the Restricted Stock and RSUs specified in Section 4(a)(iii3(c) above and any Equity Awards specified in Sections 6(a)(i)(C) and (D) above) shall be reduced to deemed vested as of the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the CompanyDate of Termination. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan, program, policy or practice or contract policy, practice, contract, or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”). Notwithstanding . (v) If the foregoingDate of Termination under this Section 6(a) occurs within the twenty four (24)-month period following a Change in Control, it shall be a condition the Company shall, in addition to the Executive's right to receive the amounts other payments provided for in Sections 4(a)(i)(Bthis Section 6(a) and 4(a)(ii), (iiiother than subsections 6(a)(i)(A) and (ivB) above that above), pay the Executive executean amount equal to three (3) times the higher of: (A) the sum of the Executive’s annual Base Salary and target Annual Bonus for the year in which the Date of Termination occurs; or (B) the sum of Executive’s average annual Base Salary and average Annual Bonus for the three completed fiscal years immediately preceding the Date of Termination; in a lump sum, deliver to upon the Company and not revoke a release Date of claims Termination. For purposes of this Amended Agreement, “Change in substantially Control” shall have the form meaning specified on Exhibit A attached hereto as Exhibit A.hereto.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) paid the Executive's ’s earned but unpaid Base Salary and Salary, accrued but unpaid vacation pay through the Date of Termination, any vested amounts due to the Executive under any plan, program or policy of the Company, to the extent not previously paid (if any) (together, the “Accrued Obligations”). (ii) In addition, the Executive shall be paid or shall receive: (A) An amount (the “Severance Amount”) equal to the sum of: (1) Three times the sum of (i) the Base Salary in effect on the Date of Termination (but in no event less than the highest Base Salary paid to the Executive during the Employment Period) and any (ii) the greater of (x) the Target Annual bonus Bonus and (y) the actual Annual Bonus paid to the Executive in respect of the last full calendar year immediately preceding the Date of Termination, (2) Any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination Termination, to the extent not previously paid (the "Accrued Obligations"if any), and and (B3) two (A pro rata portion of the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the partial fiscal year of the Company in which the Date of Termination occurs, determined by multiplying the Executive shall be paid an Target Annual Bonus (or such higher amount in an amount equal to the product of (x) the amount sole discretion of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (yCompensation Committee) by a fraction, the numerator of which is the number of days elapsed in such fiscal the calendar year during which the Date of Termination occurs through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus")365; (iiiB) For a period The portion of years equal any then-outstanding restricted stock and other equity awards granted to the Severance Multiple, Executive under any of the Company shall continue to provide Company’s equity incentive plans (or awards substituted therefor covering the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that securities of a successor company) which would have been provided to them if become vested and, as applicable, exercisable during the 12 month period immediately following the Executive's employment ’s Date of Termination had not been terminatedthe Executive remained continuously employed by the Company during such period shall become immediately vested and, as applicable, exercisable; provided, however, that if the termination occurs on or within 12 months following a Change in Control, then any such equity awards shall vest and become exercisable in full (the “Vesting Acceleration”). The accelerated portion of such equity awards shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of the Release (as defined below). The portion of any outstanding restricted stock and other equity awards that does not become vested and, as applicable, exercisable in accordance with this Section 4(a)(ii)(B) (whether because such portion would not have vested during the 12 month period immediately following the Executive’s Date of Termination or because the Executive does not timely execute and not revoke the Release) shall automatically be cancelled and forfeited, and the Executive shall have no further interest therein. (C) During the period commencing on the Date of Termination and ending on the earlier to occur of (i) the 18 month anniversary of the Date of Termination and (ii) the date on which the Executive becomes re-employed with another employer and is eligible to receive for coverage under the group health insurance plan of a subsequent employer (of which eligibility the Executive hereby agrees to give prompt notice to the Company), subject to the Executive’s valid election to continue healthcare coverage under another employer's plansSection 4980B of the Internal Revenue Code and the regulations thereunder (together, the “Code”), the Company shall continue to provide, at the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to ’s expense, the Executive and the Executive's ’s eligible family membersdependants with coverage under its group health plans at the same levels as would have applied if the Executive’s employment had not been terminated based on the Executive’s elections in effect on the Date of Termination (the “COBRA Coverage”), provided, however, that (x) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover the Executive under its group health plans without incurring penalties (including without limitation, pursuant to Section 2716 of the Public Health Service Act or the Patient Protection and any such Affordable Care Act), then, in either case, an amount equal to 150% of each remaining Company subsidy shall thereafter be paid to the Executive in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof). The Accrued Obligations shall be reported by paid when due under applicable law and, subject to Section 12(e) below, the Executive to Severance Amount shall be paid on the Company60th day after the Date of Termination (or, if not a business day, on the first business day following such 60th day). (iviii) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide Notwithstanding anything herein to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoingcontrary, it shall be a condition to the Executive's ’s right to receive any of the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii)Severance Amount, (iii) and (iv) above the Vesting Acceleration and/or the COBRA Coverage that the Executive execute, timely execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) and not revoke a release of claims (if any revocation period is required by applicable law) in substantially the form attached hereto as Exhibit A.A (the “Release”).

Without Cause or for Good Reason. IfSubject to Section 4(e) below, if, the Executive incurs a “separation from service” from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) during the Employment Period, Period by reason of (1) a termination of the Executive’s employment by the Company shall terminate without Cause (other than by reason of the Executive's ’s death or Disability), or (2) a termination of the Executive’s employment without Cause or by the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump lump-sum payment within 60 days after on the Date date of Terminationthe Executive’s termination of employment, the aggregate amount of (A) the Executive's ’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date date of Termination, such termination (the “Accrued Obligations”) and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"“Unpaid Bonus”) (or, if the amount of the Unpaid Bonus has not yet been determined as of the date of the Executive’s termination of employment, such Unpaid Bonus shall be paid to the Executive on the date annual bonuses for the relevant fiscal year are paid to the Company’s executives generally, but in no event later than March 15th of the calendar year following the end of the calendar year to which such Unpaid Bonus relates); (ii) In addition, the Executive shall be paid, in a single lump-sum payment on the sixtieth (60th) day after the date of Executive’s Separation from Service (such date, the “Date of Termination”), and (B) an amount equal to two (2) (the "“Severance Multiple"”) times the sum of (x) the annual Base Salary in effect on the Termination Date of Termination, plus (y) the average highest Annual Bonus received earned by the Executive for (regardless of whether such amount was paid out on a current basis or deferred) during the three complete fiscal years Employment Period (or such lesser number or, in the event that the Date of years as the Executive has been employed by the Company) of the Company immediately Termination occurs prior to the Termination Date (end of the "Severance Amount"); (ii) At completion of the time when annual bonuses are paid to the Company's other senior executives for the first full fiscal year of the Company during the Employment Period, then the amount in which clause (y) shall be determined by the Date Compensation Committee in its sole discretion), plus (z) the highest Equity Award Value (as defined below) of Termination occursany Annual Grant made to the Executive by the Company during the Employment Period. For purposes of this Agreement, “Equity Award Value” shall mean (A) with respect to Options and Stock Appreciation Rights (each as defined in the Company’s 2011 Equity Incentive Award Plan (the “Incentive Plan”)), the Executive shall be paid an Annual Bonus grant date fair value, as computed in an amount equal to the product of accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminatedor any successor accounting standard), and (yB) a fraction, with respect to Awards (as defined in the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"Incentive Plan); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the The Employment Period, the Company shall terminate the Executive's Term and Employee’s employment without Cause or the Executive shall terminate his employment hereunder may be terminated by Employee for Good ReasonReason or by Employer without Cause. In the event of such termination, Employee shall be entitled to receive the Accrued Amounts and subject to Employee’s compliance with Sections 5 through 10 and Employee’s execution, within 21 days following receipt, of a release of claims in favor of Employer, its affiliates and their respective officers and directors in substantially the form attached as Exhibit A hereto and Employee shall be entitled to receive the following: (i) The Executive equal installment payments payable in accordance with Employer’s normal payroll practices, but no less frequently than bi-weekly, which are in the aggregate equal to one (1) times Employee’s Salary for the year that includes the date of Employee’s termination, which shall be paid, in a single lump sum payment begin within 60 thirty (30) days after following the Date date of TerminationEmployee’s termination; provided that, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be first installment payment shall include all amounts that would otherwise have been paid to Employee during the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect period beginning on the Termination Date plus (y) date of Employee’s termination and ending on the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has first payment date if no delay had been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount")imposed; (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount a payment equal to the product of (xA) the amount of the Annual Bonus to which the Executive Bonus, if any, that Employee otherwise would have been entitled if earned for the Executive's employment fiscal year that includes the date of Employee’s termination had not been terminatedno termination occurred, based on achievement of applicable performance goals, and (yB) a fraction, the numerator of which is the number of days in such fiscal Employee was employed by Employer during the year through the Date of Termination termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual the “Pro Rata Bonus"”);. The Pro Rata Bonus shall be paid on the date that annual bonuses are paid to similarly situated employees; and (iii) For a period if Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of years equal to 1985 (“COBRA”), Employer shall reimburse Employee for the Severance Multipledifference between the monthly COBRA premium paid by Employee for Employee and Employee’s dependents and the monthly premium amount paid by similarly situated active employees of Employer. Such reimbursement shall (a) be grossed up (i.e., the Company shall continue increased) to provide Employee with after-tax funds sufficient to pay all state and federal taxes owed by Employee applicable to such grossed-up reimbursement, and (b) be paid to Employee on the Executive and fifteenth (15th) day of the Executive's eligible family members with group health insurance coverage at least equal to that month immediately following the month in which would have been provided to them if Employee timely remits the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is premium payment. Employee shall be eligible to receive group health insurance coverage under another employer's plans, such reimbursement until the Company's obligations under this Section 4(a)(iiiearliest of: (A) shall be reduced to the extent comparable coverage twelve-month anniversary of the date of Employee’s termination; (B) the date Employee is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is no longer eligible to receive under any plan, program, policy or practice or contract or agreement of COBRA continuation coverage; and (C) the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right date on which Employee becomes eligible to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.similar coverage from another employer.

Without Cause or for Good Reason. IfThe Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6 of this Agreement and the agreements referenced therein and his execution, within 21 days following receipt, of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") (such 21-day period, the "Release Execution Period"), and the Release becoming effective according to its terms, the Executive shall be entitled to receive the following: (a) equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to one half (0.5) times the Executive's Base Salary for the year that includes the date of the Executive's termination, which shall begin within 30 days following the date of the Executive's termination and continue until the six months anniversary of the Executive's date of termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the Employment Periodperiod beginning on the date of the Executive's termination and ending on the first payment date if no delay had been imposed; (b) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall terminate the Executive's employment without Cause or reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year on the first of the Company that ends on or before month immediately following the Date of Termination month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the extent not previously paid earliest of: (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (xi) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) six-month anniversary of the Company immediately prior to date of the Termination Date (the "Severance Amount"); Executive's termination; (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, date the Executive shall be paid an Annual Bonus in an amount equal is no longer eligible to the product of receive COBRA continuation coverage; and (xiii) the amount of the Annual Bonus to date on which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance substantially similar coverage under from another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid employer or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits")source. Notwithstanding the foregoing, it if the Company's making payments under this Section 5.2(b) would violate the nondiscrimination rules applicable to non-grandfathered, insured group health plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 5.2(b) in a manner as is necessary to comply with the ACA. (c) The treatment of any outstanding equity awards shall be a condition to determined in accordance with the Executive's right to receive terms of the amounts provided for in Sections 4(a)(i)(B) Equity Plan and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.applicable award agreements.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, paid the aggregate amount of of (A) the Executive's earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and and (B) two (the "Severance Multiple"I) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date of Termination, multiplied by (II) three (3) (such amount determined under this clause (B) payable to the Executive, the "Severance Amount"). The Severance Amount shall be paid to the Executive as follows: (A) 50% of the Severance Amount shall be paid in a single lump sum payment within sixty (60) days after the Date of Termination and (B) the remaining 50% of the Severance Amount shall be paid in equal monthly installments over two (2) years; provided, however, that if the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined below), then the Severance Amount shall be paid in a single lump sum payment within ten (10) days following the Date of Termination; (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to eighteen (18) months following the Severance MultipleDate of Termination, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminatedterminated under the terms and conditions of the applicable plans; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii4(a)(ii) shall be reduced terminated to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.; (iii) For a period of twelve (12) months following the Date of Termination, the Company shall continue to pay the premiums for the long-term disability and life insurance coverage described in Sections 2(b)(iv) and 2(b)(viii); provided, however, that if the Executive becomes re-employed with another employer and receives long-term disability and life coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be terminated to the extent comparable coverage is actually provided to the Executive, and any such coverage shall be reported by the Executive to the Company; and (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and; (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"); and (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company's equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. If the Company provides the Executive with its election not to extend the Employment Period pursuant to Section 1(a) above during the initial Employment Period or the first or second Renewal Years, the Executive shall be entitled to receive the severance benefits described in Sections 4(a)(i) through (vi) above effective as of the last day of the Employment Period. Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's ’s employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump paid an amount equal to the sum payment within 60 days after the Date of Termination, the aggregate amount of of: (A) the Executive's ’s earned but unpaid Base Salary and accrued vacation pay but unpaid paid time off through the Date of Termination (the “Accrued Obligations”), which Accrued Obligations shall be paid to the Executive on the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and plus (B) two (the "Severance Multiple") times Company shall pay the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) Executive a cash payment equal to the average Annual Bonus Bonuses received by the Executive for during the three complete fiscal years immediately preceding two (or such lesser number of years as 2) years, payable no later than ten (10) days after the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount");Release Effective Date; and (ii) At For the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through period beginning on the Date of Termination and ending on the denominator of date which is twelve (12) full months following the total number Date of days Termination (or, if earlier, the date on which the Executive accepts employment with another employer that provides comparable benefits in such fiscal year terms of cost and scope of coverage or the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (a "Pro-Rated Annual Bonus"“COBRA”) expires); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and his eligible dependents who were covered under the Company’s health plans as of the date of the Executive's eligible family members ’s termination with group health insurance coverage at least equal to that healthcare benefits which would have been are substantially the same as the benefits provided to them if currently active employees at such cost to the Executive's employment had not been terminated; provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration US-DOCS\93731500.3 of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive becomes re-employed with another employer and is eligible to receive under its group health insurance coverage under another employer's plansplans without incurring penalties (including without limitation, pursuant to Section 2716 of the Company's obligations under this Section 4(a)(iii) Public Health Service Act or the Patient Protection and Affordable Care Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be reduced to the extent comparable coverage is actually provided paid to the Executive and in substantially equal taxable monthly installments over the Executive's eligible family memberscontinuation coverage period (or the remaining portion thereof). The Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, and any including, without limitation, his election of such coverage shall be reported by the Executive to the Company.and his timely payment of premiums; (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (viii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "“Other Benefits"”); and (iv) Effective as of the Date of Termination, but subject to the occurrence of the Release Effective Date, 100% of any outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans other than performance-based vesting awards shall become immediately vested and exercisable in full. Notwithstanding the foregoing, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(ii), (iii) and (iv4(a)(iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.A (the “Release”). The Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that, in the event that the Executive is at least forty (40) years old on the Date of Termination, the Executive has a certain period to consider whether to execute such Release, and the Executive may revoke such Release within seven (7) business days after execution. In the event the Executive does not execute such Release within the fifty (50) days following the Date of Termination, or if the Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in Sections 4(a)(i)(2), 4(a)(ii) and 4(a)(iv) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

Without Cause or for Good Reason. IfIn addition to the Accrued Payments, during in the Employment Periodevent Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in Employee an amount equal to the product of (x) the amount of the Annual Performance Bonus to which the Executive that Employee would have been entitled if to receive pursuant to Section 3(b) hereof for the Executive's employment had not been terminatedcalendar year of termination, and (y) multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in such fiscal the calendar year through the Date of Termination Employee’s termination, and the denominator of which is 365 (the total number of days in such fiscal year (a "“Pro-Rated Annual Rata Bonus"”); (iii) For a period , payable as soon as administratively feasible following preparation of years equal the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to the Severance Multiplewhich such Performance Bonus relates. In addition, the Company shall continue to provide Employee with the Executive following (the “Severance Package”), contingent upon Employee satisfying the Severance Conditions, as defined below: (i) Payment of an amount (the “Separation Payment”), payable at the time and in the Executive's eligible family members with group health insurance coverage at least manner provided below in this Section 5(b), equal to the sum of: (A) the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that which would have been provided paid to them Employee if he had continued performing services pursuant to this Agreement for the Executive's employment had remainder of the then-current Term (or, if greater, the equivalent of twenty-four (24) months of Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not been terminatedconsented to by Employee), plus (B) the aggregate of the product of (1) and (2) below calculated for each calendar year remaining in the then current Term, or, if greater, two times the product of (1) the Employee’s annual Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, and (2) the percentage specified in Section 3(b) hereof (or such higher percentage specified by the Board with respect to the calendar year in which the Date of Termination occurs or, if greater, before any reduction not consented to by Employee); provided, however, that if plus (C) a lump sum amount equal to 18 months’ worth of the Executive becomes re-employed with another employer and is eligible monthly premium payment to receive continue Employee’s existing group health insurance care coverage calculated under another employer's plansthe applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as of the Date of Termination, whether or not Employee actually elects such continuation coverage; plus (ii) Immediate vesting of all unvested equity awards under the Company's obligations under this Section 4(a)(iii) ’s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be reduced fully vested on the Date of Termination (except to the extent comparable coverage the terms of any such equity awards explicitly provide that accelerated vesting upon a without Cause or Good Reason termination is actually provided not intended). To receive the Severance Package, Employee must execute and return to the Executive Company on or prior to the 50th day following the Date of Termination a waiver and release of claims agreement in the Executive's eligible family membersCompany’s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement claims as a stockholder of the Company and its affiliates which may be amended by the Company to reflect changes in applicable laws and regulations (the “Release”), and where applicable, not revoke such other amounts and benefits Release in the time provided for therein (the “Severance Conditions”). The Separation Payment shall be hereinafter referred to paid as follows: (A) If the "Other Benefits"Separation Payment is greater than the Section 409A Exempt Amount (defined below). Notwithstanding , then — (1) the foregoing, it Section 409A Exempt Amount shall be paid in substantially equal monthly installments over a condition to period of twelve (12) months beginning on the Executive's right to receive first payroll date which occurs on or after the amounts 60th day following the Date of Termination, and (2) the excess of the Separation Payment over the Section 409A Exempt Amount shall be paid in a single lump sum no later than 60 days after the Date of Termination. For purposes of this Agreement, the “Section 409A Exempt Amount” is two times the lesser of (x) Employee’s annualized compensation based upon the annual rate of pay for services provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and for the calendar year preceding the calendar year in which Employee has a “separation from service” (as defined in Section 5(i)) with the Company (adjusted for any increase during that year that was expected to continue indefinitely if Employee had not revoke separated from service) or (y) the maximum amount that may be taken into account under a release qualified plan pursuant to Section 401(a)(17) of claims the Code for the year in substantially which Employee has a separation from service. (B) If the form attached hereto Separation Payment is equal to or less than the Section ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, then the Separation Payment shall be paid in equal monthly installments over a period of months (limited to 24 such months) determined by dividing (x) the Separation Payment by (y) the Employee’s Monthly Base Salary as Exhibit A.of the Date of Termination, commencing in payment on the first business day of the third month following the Date of Termination, provided that the Date of Termination constitutes a “separation from service” (as defined in Section 5(i)).

Without Cause or for Good Reason. If, during the Employment Period, If the Company shall terminate or its Affiliates terminates the Executive's Optionee’s employment without Cause “Cause” or the Executive shall terminate his employment Optionee resigns for “Good Reason: ” (ieach as defined below) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and at any Annual bonus required to be paid time prior to the Executive pursuant to Section 2(b)(ii) above for any fiscal year fourth anniversary of the Company that ends on or before Grant Date, then the Date Service Portion of Termination the Option, to the extent not previously paid vested, shall become immediately vested and exercisable as to that number of shares as to which it would have become vested and exercisable pursuant to Section 2(c)(i) on the Vesting Date immediately following the date of such termination of employment had the Optionee’s employment by the Company and its Affiliates not so terminated (such portion of the "Accrued Obligations"Service Portion of the Option is hereafter referred to as the “Next Tranche”). To the extent vested and exercisable as of the date of such termination (after taking into account the provisions of this Section 2(f)(i)), the Service Portion of the Option and (B) two (the "Severance Multiple") times Performance Portion of the sum Option shall remain exercisable through the earlier of (xi) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (first anniversary of such termination of employment or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid Expiration Date, and shall thereafter terminate without further consideration to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) Optionee. To the extent not theretofore paid or providedvested and exercisable (after taking into account the provisions of this Section 2(f)(i)) as of the date of such termination of employment, the Company Service Portion of the Option shall timely pay or provide terminate and expire on the date of such termination of employment without further consideration to the Executive any vested benefits and other amounts or benefits required Optionee. The portion of Performance Portion of the Option as to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement Performance Condition has not been attained as of the Company date of such termination shall remain outstanding until the six-month anniversary of such termination, and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above extent that the Executive execute, deliver applicable Performance Condition has not been attained as of such six-month anniversary shall thereafter terminate and expire without further consideration to the Optionee. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Optionee’s applicable employment letter agreement with the Company or an Affiliate, or if such terms are not defined in such agreement, then “Cause” shall have the meaning set forth in the Plan, and not revoke a release of claims in substantially “Good Reason” shall have the form attached hereto as Exhibit A.following meaning: [Insert Definition]

Without Cause or for Good Reason. IfIn the event of the termination of the Executive’s employment during the Employment Period (i) by the Company without Cause, (ii) by the Executive for Good Reason or (iii) if the Company provides a notice of non-renewal of the Employment Period under Section 3, by the Executive or the Company for any reason effective at any time on or after the Scheduled Termination Date, and in each case other than a CIC Termination described in Section 5(d), during the Employment two (2) years following the Date of Termination (the “Salary Continuation Period, the Company shall terminate the Executive's employment without Cause or ”) the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paidreceive, in addition to his accrued but unused vacation and Base Salary through the Date of Termination and any Annual Bonus in respect of the prior fiscal year (to the extent earned but not theretofore paid), salary continuation payments paid in accordance with the Company’s normal and customary payroll practices at the same rate as the Executive’s annual Base Salary. On the date that bonuses are otherwise paid to participants in the Program, a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to will be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount payable equal to the product Executive’s Annual Bonus, based upon achievement of (x) performance objectives as set forth in the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminatedProgram, and (y) multiplied by a fraction, the numerator of which is the number of days full weeks in such fiscal year through the period beginning on the first day of the then-current annual performance period and ending on the Date of Termination and the denominator of which is fifty two (the total number “Pro Rata Bonus”). In addition, during the eighteen (18) month period following the Date of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance MultipleTermination, the Company shall continue to provide medical benefits to the Executive which are (and on terms which are) substantially similar to those provided generally to executive officers of the Company pursuant to such medical plan as may be in effect from time to time (it being understood that the Company may provide such coverage by paying the Executive's eligible family members ’s COBRA premiums, less any contribution required by the Executive consistent with group health insurance coverage at least equal the contributions required of similarly situated executives who continue to that which would have been provided to them if be employed by the Executive's employment had not been terminatedCompany); provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage benefits under another employer's plansemployer provided plan, the Company's obligations Executive is obligated to promptly notify the Company of any changes in his benefits coverage and the Company reimbursements described herein shall terminate (the “Continued Healthcare Benefit”). The Executive also shall be entitled to reimbursement of any and all reasonable business expenses incurred in connection with the Executive’s duties and responsibilities under this Section 4(a)(iii) shall be reduced Agreement in accordance with Company policy, to the extent comparable not previously reimbursed. The salary continuation payments, the Pro Rata Bonus and reimbursement for COBRA (as such term is defined below) continuation coverage is actually provided are subject to and conditioned upon the Executive executing a valid general release and waiver (in the Executive's eligible family members, and any such coverage shall be reported by the Executive form acceptable to the Company. (iv) The Company shall), at its sole expense and on an as-incurred basis, provide waiving all claims the Executive may have against the Company, its successors, assigns, affiliates, executives, officers and directors, and such waiver becoming effective on or before the thirtieth (30th) day following the Date of Termination, and the payments and benefits are subject to and conditioned upon the Executive’s compliance with outplacement services the scope Restrictive Covenants provided in Sections 7 and provider 8 hereof (together, the “Conditions”). Except as set forth herein, the Executive shall not be required to mitigate any damages that the Executive may incur as a result of which shall be reasonable a termination of his employment by the Company without Cause or for Good Reason during the Employment Period. Except as provided in this Section 5(a), and consistent with industry practice except for similarly situated executives; and (v) To any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent not theretofore paid or providedrequired by Section 4980B of the Internal Revenue Code of 1986, as amended (“Code”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive have no additional obligations under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.this Agreement.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual bonus Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

Without Cause or for Good Reason. If, during the Employment Period, the Company shall terminate Employer terminates the Executive's ’s employment without other than for Cause and not due to the Executive’s death or Disability or the Executive shall terminate his resigns employment for Good Reason, then, the Employer shall: (i) The Executive shall be paidpay to the Executive, in a single lump sum payment in cash within 60 10 days after the date of the Executive’s termination of employment (the “Date of Termination”), the aggregate amount sum of (A) the Executive's earned but unpaid ’s Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously theretofore paid, any earned and unpaid Annual Bonus for the fiscal year prior to the Date of Termination, any accrued but unreimbursed business expenses and any amounts required to be paid to the Executive under any plan, program, policy, practice or contract of the Employer through the Date of Termination (the "“Accrued Obligations"”), and ; (Bii) two provide to the Executive: (A) a lump sum cash severance payment equal to the "Severance Multiple"sum of (i) three times (3x) the sum of (x) the annual Base Salary in effect on the Termination Date plus (ydisregarding any reduction thereto that constitutes Good Reason) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) average annual bonus paid with respect to the three preceding years (which shall include, for purposes of this Agreement, any annual bonus paid to the Executive by Synovus prior to the Effective Date); and (ii) the target Annual Bonus for the year of termination (disregarding any reduction thereto that constitutes Good Reason), multiplied by a fraction, the numerator of which is the greater of (x) six and (y) the number of days full months elapsed in such fiscal the year through of termination prior to the Date of Termination Termination, and the denominator of which is 12, which payment shall be made to the total number Executive on the date that is six months and one day after the Date of days in such fiscal year (a "Pro-Rated Annual Bonus")Termination; (iiiB) For a period of years equal to the Severance Multiplecontinued health and welfare benefits (including, the Company shall continue to provide without limitation, medical, prescription, dental, disability (both individual and group), life (both individual and group), and AD&D plans and programs) for the Executive and his eligible dependents at the Executive's eligible family members with group health insurance level of coverage at least equal to elected by the Executive during the open enrollment period immediately preceding the Date of Termination through the date that is 36 months following the Date of Termination (or, if earlier, the date on which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer reemployed and is eligible to receive group health insurance coverage medial or other welfare benefits under another employer's plans, the Company's obligations under this Section 4(a)(iiiemployer provided plan) shall be reduced to the extent comparable coverage is actually provided to the Executive and reimbursement for the Executive's eligible family members, and any ’s costs or expenses for such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executivesbenefits; and (vC) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement accelerated vesting of the Executive’s unvested Company equity awards, whether granted before or after the Effective Date, with the level of achievement of any applicable performance goals for any performance-based awards granted after the Effective Date determined based on the greater of target and its affiliates actual performance through the Date of Termination, as determined by the Committee (such other amounts and benefits shall be hereinafter referred to as the "Other “Equity Benefits"”). Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A..

Without Cause or for Good Reason. If, during If the Employment Period, Period ends due to the Company shall terminate Company’ s termination of the Executive's ’ s employment without Cause (and not due to death or Disability) or due to the Executive’s resignation for Good Reason, then the Executive shall terminate his employment for Good Reason: be paid an amount (ithe “Severance Amount”) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of equal to (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid one (the "Accrued Obligations"), and (B) two (the "Severance Multiple"1) times the sum of (x) the annual Base Salary in effect on the Date of Termination Date plus and (yB) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior with respect to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of immediately preceding the Company fiscal year in which the Date of Termination occurstakes place, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) multiplied by a fraction, the numerator of which is the number of days in such the period commencing on January 1 of the fiscal year through which the Date of Termination takes place and ending on the denominator Date of Termination, which Severance Amount shall be paid in equal monthly installments over a one (1) year period beginning on the Company’ s first regularly scheduled pay date that is on or after the total number date that is 60 days after the Date of days in such fiscal year (a "Pro-Rated Annual Bonus"); (iii) For a period of years equal Termination. Notwithstanding anything herein to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding the foregoingcontrary, it shall be a condition to the Executive's ’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above Severance Amount that the Executive execute, execute and deliver to the Company within 21 days (or 45 days, if required by applicable law) after receipt from the Company, and not revoke in any time provided by the Company to do so, a release of claims in substantially a form reasonably acceptable to the Company (the “Release”), which Release shall release each member of the Company Group and their respective affiliates, and the foregoing entities’ respective shareholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents and benefit plans (and fiduciaries of such plans) from any and all claims, including any and all causes of action arising out of the Executive’s employment with the Company and any other member of the Company Group or the termination of such employment, but excluding all claims to the Severance Amount or any other claim that may first arise after the date the Release has been executed by the Executive. The form attached hereto as Exhibit A.of Release shall be provided to the Executive within five days following the Date of Termination.

Without Cause or for Good Reason. IfIn addition to the Accrued Payments, during in the Employment Periodevent Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason and such termination constitutes a “separation from service” (as defined in Section 5(i)), the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason: (i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount"); (ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in Employee an amount equal to the product of (x) the amount of the Annual Performance Bonus to which the Executive that Employee would have been entitled if to receive pursuant to Section 3(b) hereof for the Executive's employment had not been terminatedcalendar year of termination, and (y) multiplied by a fraction, the numerator of which is the number of days during which Employee was employed by the Company in such fiscal the calendar year through the Date of Termination Employee’s termination, and the denominator of which is 365 (the total number of days in such fiscal year (a "“Pro-Rated Annual Rata Bonus"”); (iii) For a period , payable as soon as administratively feasible following preparation of years equal the Company’s unaudited financial statements for the applicable calendar year, but in no event later than March 15 of the calendar year following the calendar year to the Severance Multiplewhich such Performance Bonus relates. In addition, the Company shall continue to provide Employee with the Executive following (the “Severance Package”), contingent upon Employee satisfying the Severance Conditions, as defined below: (i) Payment of an amount (the “Separation Payment”), payable at the time and in the Executive's eligible family members with group health insurance coverage at least manner provided below in this Section 5(b), equal to the sum of: (A) the aggregate amount of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, that which would have been provided paid to them Employee if he had continued performing services pursuant to this Agreement for the Executive's employment had remainder of the then-current Term (or, if greater, the equivalent of twelve (12) months of Employee’s Base Salary as of the Date of Termination or, if greater, before any reduction not been terminatedconsented to by Employee), plus (B) the aggregate of the product of (1) and (2) below calculated for each calendar year remaining in the then current Term, or, if greater, the product of (1) the Employee’s annual Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee, and (2) the percentage specified in Section 3(b) hereof (or such higher percentage specified by the Board with respect to the calendar year in which the Date of Termination occurs or, if greater, before any reduction not consented to by Employee); provided, however, that if plus (C) a lump sum amount equal to 18 months’ worth of the Executive becomes re-employed with another employer and is eligible monthly premium payment to receive continue Employee’s existing group health insurance care coverage calculated under another employer's plansthe applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) as of the Date of Termination, whether or not Employee actually elects such continuation coverage; plus (ii) Immediate vesting of all unvested equity awards under the Company's obligations under this Section 4(a)(iii) ’s 2010 Long Term Incentive Plan or other plans of the Company as of the Date of Termination, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be reduced fully vested on the Date of Termination (except to the extent comparable coverage the terms of any such equity awards explicitly provide that accelerated vesting upon a without Cause or Good Reason termination is actually provided not intended). To receive the Severance Package, Employee must execute and return to the Executive Company on or prior to the 50th day following the Date of Termination a waiver and release of claims agreement in the Executive's eligible family membersCompany’s customary form, which shall exclude claims for indemnification, claims for coverage under officer and director policies, and any such coverage shall be reported by the Executive to the Company. (iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement claims as a stockholder of the Company and its affiliates which may be amended by the Company to reflect changes in applicable laws and regulations (the “Release”), and where applicable, not revoke such other amounts and benefits Release in the time provided for therein (the “Severance Conditions”). The Separation Payment shall be hereinafter referred to paid as follows: (A) If the "Other Benefits"Separation Payment is greater than the Section 409A Exempt Amount (defined below). Notwithstanding , then — (1) the foregoing, it Section 409A Exempt Amount shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims paid in substantially equal monthly installments over a period of twelve (12) months beginning on the form attached hereto as Exhibit A.first payroll date which occurs on or after the 60th day following the Date of Termination, and (2) the excess of the Separation Payment over the Section 409A Exempt Amount shall be paid in a single lump sum no later than 60 days after the Date of Termination.