Common use of Severance Clause in Contracts

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with is terminated by the Company without Cause or by Employee for Good Reason within twenty-four (24) months following a Change in accordance Control, then subject to the requirements of this Section 2 and Employee’s continued compliance with Section 6(c) prior 3, Employee shall be entitled to the expiration receive, in lieu of the Initial Termany severance benefits to which Employee may otherwise be entitled, including under any Other Arrangement (as defined below), the benefits provided below: (i) The Company shall pay to Employee a severance payment an amount equal to twelve months (A) his or her fully earned but unpaid base salary, when due, through the date of Employee’s Base Salary as termination at the rate then in effect on effect, (B) his or her accrued but unpaid vacation or paid time off through the date of termination, subject when due, plus (C) all other amounts or benefits to subsections which Employee is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (c“COBRA”) and or applicable law (dthe “Accrued Obligations”).; (bii) If during the Term of this Agreement there is a CC Termination, then the Employee will shall be entitled to a receive severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash pay in an amount equal to the sum of: : (iA) An amount equal to twelve (12) months of Employee’s Base Salary monthly base salary as in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on immediately prior to the date of such CC Termination)termination, and plus (iiB) An amount equal to the greater of (1) Employee’s Average Annual Bonusmaximum target bonus for the fiscal year during which the date of termination occurs or (2) Employee’s maximum target bonus for the fiscal year during which the Change in Control occurs, subject to subsections payable, in the case of both clauses (cA) and (dB). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made , in a lump sum within sixty ten (6010) days after following the effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment is terminated giving rise occurs; (iii) Employee shall be entitled to such Severance Payment receive a lump sum cash payment equal to (A) twelve (12) multiplied by (B) the monthly premium Employee would be required to pay for continuation coverage pursuant to Section 7(aCOBRA for Employee and his or her eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination such that Employee’s premiums are the same as for active employees (calculated by reference to the premium as of the date of termination) or (b); provided that Employee executes shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and delivers his or her timely payment of premiums), which payment shall be paid within ten (10) days following the release contemplated effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment occurs; and (iv) The vesting and/or exercisability of any outstanding unvested portions of Employee’s Stock Awards the vesting of which is solely time-based and not subject to the satisfaction of a performance condition shall be automatically accelerated on the effective date of Employee’s Release. In addition, Employee’s Stock Awards may be exercised by Section 7(dEmployee (or Employee’s guardian or legal representative) and until (A) the date that is nine (9) months following the date of termination, or (B) such release becomes effective and irrevocable. If such sixty (60) day longer period spans two calendar years, the Severance Payment will as may be made specified in the second calendar year. Howeverapplicable stock award agreement; provided, if Employee is a “specified employee” as defined however, that in regulations under Section 409A no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award; provided, however, that, any Stock Awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the Code applicable Stock Award agreement. Employee’s vested Stock Awards shall be governed by the terms and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A conditions of the Code, the Severance Payment will be made on Stock Award agreements and the Company’s first payroll payment date that is more than six (6) months equity plan under which such Stock Awards were granted. Notwithstanding the Severance Payment is otherwise payable foregoing, in the event the Stock Award agreement or the equity plan pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Stock Awards were granted provides for more favorable treatment of Employee’s executing and delivering the general release of claims Stock Awards, nothing in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. this Agreement is intended to limit Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations such more favorable treatment as provided in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7such Stock Award agreement or equity plan.

Severance. Except in circumstances in which the Employee would be entitled to payments and benefits in connection with a Change of Control as provided in Section 4 below, in the event that during the term of this Agreement the Employee has a Separation from Service as a result of the Company terminating the Employee’s employment without Cause or the Employee terminating the Employee’s employment for Good Reason: (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the The Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: of (i) twelve eighteen (18) months of the Employee’s Base Salary base monthly salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)the Employee’s employment terminates, and (ii) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, subject plus (iii) if approved by the Compensation Committee of the Board, a Pro Rata Portion of the Employee’s Annual Cash Bonus, if any. Subject to subsections (c) and (d). (c) Any severance Section 9 below, payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will shall be made in a lump sum within sixty (60) days after following the Employee’s Separation from Service. (b) The Employee and such of the Employee’s dependents as are participating as of the date of the Employee’s employment termination (“Covered Dependents”) shall be entitled to continue to participate in the major medical and dental benefit plans sponsored and maintained by the Company from time to time for its employees on the same basis and at the same cost to the Employee as active employees of the Company and their dependents for a maximum period equal to the number of months for which the Company is terminated giving rise obligated to such Severance Payment pay the Employee’s base salary pursuant to Section 7(a3(a) above. Should the Employee for himself or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made herself or his or her Covered Dependents elect to continue participation in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment plans, the end of such continued participation, rather than the termination of the Employee’s employment, shall be considered the qualified event for purposes of the Employee’s and the Covered Dependents’ right to elect COBRA continuation coverage at their own expense. The foregoing notwithstanding, the right of the Employee to continue to participate in such programs shall terminate as of the date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon first eligible to participate in a major medical benefit program maintained by a successor employer, and subject the right of the Employee’s dependents to participate in such programs shall terminate as of the date that such dependents are first eligible to participate in an alternative employer sponsored major medical benefit program. As a condition to the Employee’s executing and delivering rights under this Section 3(b), the general release of claims Employee agrees to promptly notify the Company if either the Employee or his or her dependents who continue to participate in the form attached hereto as Exhibit B by the 45th day following the EmployeeCompany’s separation from service major medical and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7dental benefit plans become eligible for alternative employer sponsored major medical benefit coverage.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior Subject to the expiration of the Initial TermExecutive's continued compliance with his obligations under this Agreement, the Company shall pay Employee a severance have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to twelve months the sum of Employee’s the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect on as of the date of termination), subject 50% of which shall be paid to subsections the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d). ; (bv) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable subject to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months provisions of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the Company’s first payroll payment date that is more than six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (6iii) months and the Severance Payment benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is otherwise payable pursuant eligible to this Agreement. (d) Employee acknowledges and agrees receive the Severance Payment to which the Employee is entitled under severance benefits provided for by this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years4.4(a), the Severance Payment will Executive shall not be paid in the second calendar year. Employee’s right eligible to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches receive severance benefits under any of his obligations in Sections 8-11 of this Agreementother Company plan, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7policy, or agreement.

Severance. (a) If the Company terminates (i) Employee’s 's employment with is terminated by the Company without Cause "cause," (ii) the Company does not agree to extend the Employment Term upon the expiration thereof, (iii) Employee terminates his employment because the Company reduces his responsibilities or compensation in accordance with a manner which is tantamount to termination of Employee's employment, or (iv) within two years following a Sale of the Company (as defined in Section 6(c) prior 9 of this Agreement), the Employee gives notice to the expiration Company of his resignation for "Good Reason" (as defined in Section 8(b) hereof) setting forth in reasonable detail the Initial Termcircumstances claimed to constitute Good Reason and stating that it constitutes notice pursuant to this Section 8(a), and the stated basis for Good Reason has not been fully corrected within sixty (60) days from the date of such notice, the Company Employee shall pay Employee a severance payment be entitled to (x) receive an amount equal to twelve months his total cash compensation (base salary plus bonus, excluding, however, any Change in Control Bonus paid pursuant to Section 9 hereof) for the year preceding the date of the Employee’s Base Salary 's termination or the date on which the Employment Term expires, as the case may be, such amount to be payable in effect a lump sum on the date of termination or the date on which the Employment Term expires, as the case may be, and (y) continue to receive the benefits referred to in Section 4(c) during the one year period following the date of termination or expiration (the "Severance Period"); provided, however, if any such event occurs prior to the extension of the initial Employment Term, the Employee shall be entitled to (A) an amount equal to his then current salary, payable in a lump sum on the date of termination, subject (B) an amount equal to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Terminationhis target annual bonus, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)termination, and (iiC) continue to receive the benefits referred to in Section 4(c) during the Severance Period. If the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s 's employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers by the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsCompany "for cause", the Severance Payment Employee shall not be entitled to severance compensation. The Employee covenants and agrees that he will not, during the one year period following the termination of the Employee's employment by the Company, within any jurisdiction or marketing area in which the Company or any of its Affiliates (as defined below) is doing business or is qualified to do business, directly or indirectly own, manage, operate, control, be made employed by or participate in the second calendar year. Howeverownership, if Employee is a “specified employee” as defined management, operation or control of, or be connected in regulations under Section 409A any manner with, any business of the Code type and the Severance Payment constitutes “nonqualified deferred compensation” character engaged in and competitive with that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B conducted by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches Company or any of his obligations in Sections 8-11 its Affiliates at the time of such termination; provided, however, that ownership of securities of 2% or less of any class of securities of a public company shall not be considered to be competition with the Company or any of its Affiliates. For the purposes of this Agreement, he will immediately return the term "Affiliate" shall mean, with respect to the Company Company, any portion person or entity which, directly or indirectly, owns or is owned by, or is under common ownership with, the Company. The term "own" (including, with correlative meanings, "owned by" and "under common ownership with") shall mean the ownership of 50% or more of the Severance Payment that has been paid to him pursuant to Section 7voting securities (or their equivalent) of a particular entity.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) ), (d), and (de). (b) If during the Term of this Agreement there is a CC TerminationTermination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c), (d) and (de). (c) Any Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (ai) If Except as provided in Section 5.6(k)(iii), Seller shall be solely responsible for any severance benefits payable under applicable Law, Collective Bargaining Agreement or under Seller’s severance policies set forth on Section 5.6(k)(i) of the Company terminates Seller Disclosure Letter to any Business Employee who does not transfer employment to Purchaser or its Subsidiaries or the applicable PEO for any reason. (ii) Seller shall reimburse Purchaser for any severance benefits payable by Purchaser and its affiliates under applicable Law, Collective Bargaining Agreement or under Seller’s severance policies set forth on Section 5.6(k)(ii) of the Seller Disclosure Letter to any Business Employee (other than an Offer Employee) who transfers employment to Purchaser or one of its affiliates or the applicable PEO by operation of any Transfer Regulations or other applicable Laws and whose employment is terminated by Purchaser or its affiliate within ninety (90) days following the Closing Date (it being understood that, if applicable Law or any Benefit Plan or contract with the employee requires notice, such Business Employee’s employment with shall be deemed terminated within ninety (90) days following the Company without Cause in accordance with Section 6(cClosing Date if such individual receives notice of termination within ninety (90) prior to days following the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect Closing Date and terminates employment on the earliest possible date of termination, subject to subsections (c) and (dpermitted by such notice requirement). (biii) If during Purchaser will reimburse Seller for any severance benefits payable by Seller and its affiliates under applicable Law or under Seller’s severance policies set forth on Section 5.6(k)(iii) of the Term Seller Disclosure Letter arising from (x) Purchaser’s or its affiliate’s failure to make an offer of this Agreement there employment to, or accept or continue the employment of, any Pre-Selected Employee (whether or not such Pre-Selected Employee is an Offer Employee, and including as a CC Terminationresult of a Pre-Selected Employee who accepts Purchaser’s offer of employment but who fails to satisfy Purchaser’s ordinary course hiring criteria), then the Employee will be entitled (y) from Purchaser’s failure to a severance payment (in addition make an offer of employment to any other rights and other amounts payable to the Pre-Selected Employee under Company plans in which (whether or not such Pre-Selected Employee is an Offer Employee) that complies with Section 5.6(f) (each of the Pre-Selected Employees covered by clause (x) or clause (y), a participant, but without duplication for “Section 5.6(k)(iii) Pre-Selected Employee”) or (z) Purchaser’s election to cause the applicable PEO to make an offer of employment to any amounts due to Offer Employee pursuant to as contemplated by Section 7(a5.6(f)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greateras a result thereof any Pre-Selected Employee who but-for such election would have transferred employment to Purchaser or one of its Subsidiaries pursuant Section 5.6(e) does not transfer employment to Purchaser or its Subsidiaries or affiliates or the applicable PEO; provided that, the highest Base Salary in effect during the three year period ending on the date with respect to each of such CC Terminationclauses (x), and (ii) the Employee’s Average Annual Bonus, subject to subsections (cy) and (dz), Seller or its affiliate must terminate the employment of such individual within ninety (90) days following the Closing Date to be eligible for reimbursement (it being understood that a termination of employment shall be deemed to have occurred within ninety (90) days following the Closing Date (A) if applicable Law or any Benefit Plan or contract with the employee requires notice, and such Pre-Selected Employee receives notice of termination within ninety (90) days following the Closing Date and terminates employment on the earliest possible date permitted by such notice requirement and (B) if such Pre-Selected Employee is retained by Seller and its affiliates to provide services to Purchaser under the Transition Services Agreement and is terminated within ninety (90) days following the end of the applicable transition period (or such longer notice period required by applicable Law or contract with the employee)). (civ) Any If any Transferred Business Employee is entitled to receive severance payment or similar payments under applicable Law or any applicable Collective Bargaining Agreement upon the termination of his or her employment with Seller (irrespective of his or her continued employment with Purchaser or one of its affiliates or the applicable PEO), Purchaser and Seller shall, and Purchaser shall use its reasonable best efforts to cause the applicable PEO to, cooperate in good faith to minimize the amount of any severance payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release including as contemplated by Section 7(d5.6(k)(iv) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementSeller Disclosure Letter). (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (aA) If a lump sum cash severance payment equal to [one (1) times (if Employee is not the Company terminates Employee’s employment with CEO)] [two (2) times (if Employee is the Company without Cause in accordance with Section 6(cCEO)] the higher of (1) the base salary which Employee was receiving immediately prior to the expiration Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payment shall be paid on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum cash payment equal to [one (1) times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the Initial Termfull cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the [twelve (12) month (if Employee is not the CEO)] [twenty-four (24) month (if Employee is the CEO)] period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment ; except that any payments under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in all cases to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is likely to cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a severance payment an monthly amount in cash equal to twelve months the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s Base Salary as in effect on the date termination of termination, subject employment and up to subsections three (c3) months of outplacement services not to exceed $5,000 per month (with a provider and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to program selected by the sum of: Employee. provided Employee commences such services within ninety (i90) twelve months days of Employee’s Base Salary Change in effect on date of such CC Control Involuntary Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (ddate). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Subject to the limitations set forth in Section 13, if the Employee's employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company terminates Employee’s employment or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the Company without Cause terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to severance compensation for the Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 6(c4(a) hereof; (ii) as additional severance compensation following any such termination, the Employee shall be entitled to the bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; (iii) the Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled to medical and dental benefits as provided immediately prior to the expiration date of termination which shall continue for the Severance Period (which benefits shall be terminated sooner to the extent provided by another employer and shall be subject to coordination with Medicare payments in accordance with the terms of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections applicable benefit plan); (civ) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will shall be entitled to a severance payment (receive, during the Severance Period, the benefits described in addition to any other Section 4(d) hereof and the automobile rights and other amounts payable to the Employee under Company plans perquisites described in which Employee is a participantSection 4(e) hereof, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (orPROVIDED, HOWEVER, if greater, the highest Base Salary in effect during the three year period ending on the date of any such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject benefit is not available to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.the

Severance. If, during the Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) If by the Company terminates Employee’s employment with the Company Employer without Cause in accordance with pursuant to Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d4.1(a)(2). ; or (b) If during by the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication Executive for any amounts due to Employee Good Reason pursuant to Section 7(a4.1(b)(2), then, upon his Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges he is not eligible for due to this Agreement) payable in a lump sum in cash severance to the Executive in an amount equal to the sum of: one (i1) twelve months of Employee’s times his Annual Base Salary then in effect on date (the “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive’s Termination of such CC Termination Employment (orthe “Severance Payment Period”). So long as the Executive complies with the requirements of Sections 5.2, if greater5.3, 6, 7 and 8 of this Agreement, the highest Base Salary in effect during the three year period ending Severance Pay shall commence on the date of such CC Termination), and first payroll period (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Initial Payment”) will be made in a lump sum within sixty (60) days occurring on or after the date Employee60th day following the Executive’s employment is terminated giving rise to such Termination of Employment (the “Severance Delay Period”). The Initial Payment pursuant to Section 7(a) or (b); provided that Employee executes shall include payment for any payroll periods which occur during the Severance Delay Period and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, remaining Severance Pay shall continue until the expiration of the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and Period subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 provisions of this Agreement. If Employee breaches the Executive shall be entitled to receive Severance Pay pursuant to this Section 4.2, then, in addition to any of his obligations in Sections 8-11 of this Agreement, he will immediately return Severance Pay payable to the Company any portion of the Severance Payment that has been paid to him Executive pursuant to this Section 7.4.2, the Employer shall, until such time as the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to participate in or be covered by the health plans of any employer other than the Employer, pay on the Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by the Executive for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to procure family coverage being the sole responsibility of the

Severance. (a) If the Company terminates EmployeeSubject to Section 6(b) below, if Executive’s employment with is terminated prior to the end of the Term by the Company without Cause in accordance with Section 6(c) prior or by Executive for Good Reason, Executive shall be entitled to the expiration of the Initial Term, the Company shall pay Employee receive a severance payment an amount equal to twelve (i) 12 months of Employee’s Executive's Base Salary Salary, and (ii) 75% of the target Annual Bonus for the compensation year in which such termination occurs. Such severance payment shall be paid in 12 equal monthly payments commencing with the first payroll following such termination, provided the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in effect a form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within fifty-five (55) days of termination, subject to subsections (c) and (d). (b) If during Executive’s employment is terminated prior to the end of the Term of this Agreement there is by the Company without Cause or by Executive for Good Reason, and such termination occurs within six (6) months prior to a CC TerminationChange in Control or within twelve (12) months after the Change in Control, then the Employee will Executive shall be entitled to a severance payment (receive, in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee severance pursuant to Section 7(a)6(a) payable in a lump sum in cash in above, an amount equal to the sum of: (i) twelve additional 12 months of EmployeeExecutive’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)Salary, and (ii) an additional 25% of the Employee’s Average target Annual Bonus, subject to subsections (c) and (d)bonus. (c) Any severance payment payable to Employee pursuant to this Section 7 Notwithstanding the foregoing, (a i) any payment(s) of “Severance Payment”) will be made in a lump sum nonqualified deferred compensation” (within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under meaning of Section 409A of the Code and the Severance Payment constitutes regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” that is subject hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.409A. (d) Employee acknowledges and agrees the Severance Payment to which the Employee If Executive's employment is entitled under this Section 7 is conditioned upon and subject terminated prior to the Employee’s executing end of the Term by the Company without Cause or by Executive for Good Reason, and delivering the general release of claims if Executive is eligible for and elects to continue to participate in the form attached hereto as Exhibit B by the 45th day following the EmployeeCompany’s separation from service medical and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsdental benefit programs pursuant to COBRA, the Severance Payment Company will be paid in continue to pay the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive and eligible spouse and dependents) until the Severance Payment that has been paid to him pursuant to Section 7earlier of: (1) 12 months from Executive's cessation from employment; or (2) the date Executive is eligible for medical and/or dental insurance benefits from another employer.

Severance. (a) If the Executive terminates this Agreement and his employment with the Company terminates Employeefor Good Reason or if the Executive’s employment with the Company without Cause in accordance with Section 6(c) prior is terminated by the Company for any reason other than for Cause, including non-renewal of this Agreement by the Company (but not including any circumstances that would give rise to a payment to the expiration of the Initial TermExecutive pursuant to Section 3.3(a) hereof), the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary the Executive as in effect on the date of termination, subject to subsections (c) and (d).follows: (bi) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash pay in an amount equal to 1.0 times the sum Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (ii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately prior to the Executive’s termination) until the earlier of: (iA) the expiration of a period of twelve (12) months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on from the date of such CC Termination), and termination or (iiB) the Employee’s Average Annual Bonus, subject to subsections date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (ci) and (d). (ciii) Any severance payment payable to Employee pursuant to this Section 7 (a hereof are defined as the “Severance Payment”) will be made in Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company of a lump sum separation and release agreement acceptable to the Company governing the termination of the employment relationship between the Executive and the Company and the Executive’s release of all claims against all members of the Avadel Group of Companies and their employees, officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (60) days following the date of termination of the Executive’s employment. Any Severance Indemnity payments that the Executive would otherwise be entitled to receive prior to the time the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If ; and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than one calendar year, any payments that the Executive is entitled to receive during such sixty (60) day period spans two calendar years, the Severance Payment will shall be made accumulated and paid in a lump sum only in the second subsequent calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Executive's employment hereunder is terminated during the Employment Term (1) by the Company other than for Cause and not due to disability (as determined in good faith and consistent with the Company's long term disability policy) or death, (2) by the Executive for Good Reason (as defined in paragraph (b) of this Section 7), or (3) upon non-renewal by the Company, the Executive shall be entitled to receive as severance, and the Company shall pay, an amount equal to two (2) times the sum of (x) the Executive's then current annual salary and (y) the greater of (i) the Executive's most recent annual incentive bonuses and (ii) the arithmetic mean of the Executive's annual incentive bonuses for the two (2) most recent years, payable in a lump sum on the eighth day after the date the Executive signs the release referenced below in favor of the Company and its subsidiaries. In addition, in the event that the Executive's employment is terminated other than for Cause or death, or in the event that the Executive terminates Employee’s his employment for Good Reason, as defined herein, the Executive shall be entitled to continued healthcare coverage equivalent to the coverage received while employed by the Company, for a period of one (1) year from the date of termination or until the Executive receives coverage from a subsequent employer, whichever event occurs sooner; provided, however, that, thereafter, he shall be entitled to elect to continue his health benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA"). If the Executive's employment is terminated otherwise than as described in this Section 7, the Executive shall not be entitled to any severance, termination pay or similar compensation or benefits. As a condition of receiving any severance for which he otherwise qualifies under this Section 7, the Executive agrees to execute, deliver and not revoke (within the time period permitted by applicable law) a general release of the Company and its subsidiaries and affiliates and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever arising from or in connection with the Executive's employment or termination of employment with the Company or this Agreement (including, without Cause limitation, civil rights claims), in accordance with such form as is attached hereto as Exhibit A. The Executive acknowledges and agrees that, except as specifically described in this Section 6(c) prior to the expiration 7, all of the Initial Term, the Company shall pay Employee a severance payment an amount equal Executive's rights to twelve months of Employee’s Base Salary as in effect on any compensation (other than base salary earned through the date of termination of employment), benefits, bonuses or severance from the Company or its subsidiaries or affiliates after termination of the Employment Term shall cease upon such termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 For purposes of this Agreement, he will immediately return "Good Reason" shall mean the occurrence, without the Executive's consent, of any of the following events (without the Executive's express written consent): (i) a reduction by the Company in the Executive's base salary stated in Section 4(a) or a reduction in the target bonus stated in Section 4(c), (ii) a diminution in the Executive's duties with respect to the Company, or (iii) any material breach of this Agreement by the Company. For the avoidance of doubt, termination by the Executive for Good Reason is conditioned on the Executive's delivery of a written notice of resignation delivered to the Company any portion not less than thirty (30) days prior to the effective date of the Severance Payment that has been paid to him pursuant to such resignation, as set forth in Section 76.

Severance. (a) If Except as otherwise provided in Section 8, if the Executive’s employment hereunder is terminated during the Employment Term (1) by the Company terminates Employee’s employment with other than for Cause and not due to disability (as determined in the good faith discretion of the Board), death or expiration of the Employment Term following notice by the Company without Cause not to extend the Employment Term in accordance with Section 6(c3, or (2) by the Executive for Good Reason, the Executive shall be entitled to receive as severance (subject to Section 9): (i) an amount equal to the Executive’s base salary as in effect immediately prior to the expiration date of the Initial TermExecutive’s termination of employment for the period of twenty-four (24) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twenty-four (24) month period following the date of the Executive’s termination (such twenty-four (24) month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any annual incentive bonus otherwise payable in accordance with Section 4(b)(1) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay Employee the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a severance payment an amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to twelve months the Company); and (III) the Executive’s period of Employee’s Base Salary as in effect “continuation coverage” for purposes of Section 4980B of the Code shall be deemed to commence on the date of termination, subject to subsections (c) and (d)the Executive’s termination of employment. (b) If during the Term For purposes of this Agreement there is a CC TerminationAgreement, then except as otherwise provided in Section 8, “Good Reason” shall mean the Employee will be entitled to a severance payment (in addition to occurrence, without the Executive’s consent, of any other rights and other amounts payable to of the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum offollowing events: (i) twelve months of Employeean action by the Company resulting in a material adverse change in the Executive’s Base Salary reporting responsibilities or a material diminution in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and Executive’s duties or direct reports; or (ii) a material breach of any material provision of this Agreement by the EmployeeCompany (which is not in connection with the termination of the Executive’s Average Annual Bonusemployment for Cause or due to the Executive’s Disability); provided, subject to subsections however, that the occurrence of any event described in clause (ci) and or (d). (cii) Any severance payment payable to Employee pursuant to of this Section 7 7(b) may only constitute Good Reason if the relevant circumstances or conditions are not remedied by the Company within thirty (a “Severance Payment”) will be made in a lump sum within sixty (6030) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B receipt by the 45th day following Company of written notice thereof from the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Executive.

Severance. (a) If Subject to the limitations set forth in Section 13, if the Employee's employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company terminates Employee’s employment or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the Company without Cause terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to severance compensation for the Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 6(c4(a) hereof; (ii) as additional severance compensation following any such termination, the Employee shall be entitled to the bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; (iii) the Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled to medical and dental benefits as provided immediately prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during termination which shall continue for the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.Severance

Severance. (a) If In the event of an Involuntary Termination, and provided you comply with all the conditions specified below, you will receive the following severance benefits from the Company: (i) The Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall will pay Employee a you cash severance payment an amount equal to twelve (12) months of Employee’s your Base Salary as Salary, in effect on the equal installments, less applicable payroll deductions and required withholdings, over a period of twelve (12) months following your date of termination, subject on the Company’s regularly scheduled payroll dates, commencing with the first such date that occurs on or after the Release (defined below) becomes effective and irrevocable; (ii) You will receive a pro-rated amount of your Annual Bonus based on the number of days you are employed during the calendar year in which your termination occurs, to subsections be paid in a lump-sum, less applicable payroll deductions and required withholdings, within thirty (c30) days after the Release (defined below) becomes effective and irrevocable; and (diii) If you timely elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse you for the full amount of the monthly premium for such coverage from the first date you lose health coverage as an employee of the Company until the earliest of (i) the date the Company has paid your premiums for COBRA coverage for a total of twelve (12) months, (ii) the expiration of your continuation coverage eligibility under COBRA, or (iii) the date when you become eligible to receive substantially equivalent health insurance coverage from another employer. Any COBRA reimbursements will be treated as taxable income to you. (b) If during Your receipt of any of the Term of this Agreement there above severance benefits from the Company is a CC Termination, then the Employee will be entitled subject to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum ofconditioned on you: (i) twelve months signing and not revoking a comprehensive release of Employee’s Base Salary claims against the Company and any of its affiliates or related parties or persons, in effect on date of such CC Termination a form acceptable to the Company (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination“Release”), and ; (ii) promptly returning all Company information and property in your possession, as provided in the Employee’s Average Annual Bonus, subject to subsections ECIIA; (ciii) immediately and irrevocably resigning as a member of the Board and any other corporate offices then held with the Company or any of its affiliates; and (d). (civ) Any continuing to fully comply with, and not violating, any provisions of the Release and your ECIIA. In no event will any severance payment payable benefits be paid or provided to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after you until the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release Release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsyou at any time breach any of the above conditions, or any continuing obligations to the Severance Payment Company imposed by law or contract, all remaining severance payments and benefits will immediately cease and you will be made responsible for promptly repaying the Company for any severance payments or benefits previously provided to you. (c) You will not be entitled to any other payments or severance benefits, except as provided in this Agreement, in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A event of any Involuntary Termination or other termination of your employment with the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A Company of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementany kind. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsAs used herein, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 following definitions shall apply for all clauses of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.contract and related exhibits:

Severance. (a) If Involuntary Termination other than for Cause, Death or Disability. Except as provided in the following sentence and Section 5(b), if the Company terminates Employee’s Executive's employment with the Company without Cause his consent and for a reason other than "Cause" (as defined below), Executive becoming "Disabled" (as defined below) or Executive's death, then promptly following such termination of employment, Executive will (i) receive a lump-sum payment equal to 100% of the Base Salary and target bonus, (ii) receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with Section 6(cthe Company's then existing employee benefit plans and policies, (iii) prior be entitled to the expiration an additional twelve (12) months vesting of the Initial Termany Company stock options (whether granted to Executive on, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on before or after the date of terminationthis Agreement), subject (iv) have four (4) years following termination of employment to subsections exercise his vested Company stock options (c) and (d). (b) If during the Term of this Agreement there is a CC Terminationwhether granted on, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on before or after the date of such CC Terminationthis Agreement), and (iiv) the Employee’s Average Annual Bonusbe paid his then existing Base Salary for a period of six (6) months following his termination of employment, subject to subsections (cvi) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A 50% of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more his target annual bonus not later than six (6) months following his termination of employment, (vii) receive Company-paid coverage for a period of eighteen (18) months for himself and his eligible dependents under the Severance Payment is otherwise payable pursuant Company's health benefit plans (or, at the Company's option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company's plans immediately prior to this Agreement. his termination of employment, (dviii) Employee acknowledges and agrees receive such other compensation or benefits from the Severance Payment to which Company as may be required by law (for example, under Section 4980B of the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the releaseCode). If the Company terminates Executive's employment with the Company without his consent within eighteen (18) months after a "Change of Control" (as defined below) and for a reason other than Cause, then promptly following such fortytermination of employment, Executive will (i) receive a lump-five sum payment equal to 100% of the Base Salary and target bonus, (45ii) day period plus receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the seven date of termination of employment in accordance with the Company's then existing employee benefit plans and policies, (7iii) day revocation period spans two calendar yearsbe entitled to immediate 100% vesting of any stock options granted to Executive (whether granted to Executive on, before or after the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 date of this Agreement. If Employee breaches any ), (iv) have four (4) years following termination of employment to exercise his obligations in Sections 8-11 vested Company stock options (whether granted on, before or after the date of this Agreement), he will (v) be paid his then existing Base Salary and target bonus for a period of one (1) year following his termination of employment, (vi) receive Company-paid coverage for a period of two (2) years for himself and his eligible dependents under the Company's health benefit plans (or, at the Company's option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company's plans immediately return prior to his termination of employment, (vii) receive such other compensation or benefits from the Company any portion as may be required by law (for example, under Section 4980B of the Severance Payment that has been paid Code). All payments and benefits will be subject to him pursuant to Section 7applicable withholding.

Severance. (a) If the Company terminates Employee’s Subject to Section 6(b) below, if Executive's employment with is terminated by the Company without Cause in accordance with Section 6(c) prior or by Executive for Good Reason, Executive shall be entitled to the expiration of the Initial Term, the Company shall pay Employee receive a severance payment an amount equal to twelve 24 months of Employee’s Executive's Base Salary Salary, payable in a lump sum, but only if Execute first executes, and then does not revoke as may be allowed by law, a separation and release agreement in effect on a form chose by the date of termination, subject to subsections (c) and (d)Company in its sole discretion. (b) If during Executive's employment is terminated by the Term of this Agreement there is Company without Cause or by Executive for Good Reason, and such termination occurs within six (6) months prior to a CC TerminationChange in Control (as defined under the Plan) or within twelve (12) months after the Change in Control, then the Employee will Executive shall be entitled to a severance payment (receive, in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee severance pursuant to Section 7(a6(a) above, an additional 6 months of Executive's Base Salary (for a total of 30 months) in addition to the compensation of Section 2(d)) payable , but only if Execute first executes, and then does not revoke as may be allowed by law, a separation and release agreement in a lump sum form chose by the Company in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)its sole discretion. (c) Any severance payment payable to Employee pursuant to this Section 7 Notwithstanding the foregoing, (a “Severance Payment”i) will be made in a lump sum any payment(s) of "nonqualified deferred compensation" (within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under meaning of Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” regulations and official guidance issued thereunder ("Section 409A")) that is/are required to be made to Executive hereunder as a "specified employee" (as defined under Section 409A) as a result of such employee's "separation from service" (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A 409A, if the Executive's termination of employment triggers the Codepayment of "nonqualified deferred compensation" hereunder, then the Severance Payment Executive will not be made on deemed to have terminated employment until the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Executive incurs a "separation from service and not revoking the release service" within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 meaning of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.409A.

Severance. (a) If the Company terminates EmployeeSubject to Section 7(b) below, if Executive’s employment with is terminated prior to the end of the Term by the Company without Cause (other than due to death or Disability), Executive shall be entitled to receive a cash severance payment equal to (i) three months of Executive’s Base Salary at the time of termination, which shall increase to six months of Executive’s Base Salary if such termination occurs after one year from the Effective Date; and (ii) a pro rata portion of the target Annual Bonus for the year in which such termination occurs. Such severance payment shall be made over the three or six month period, as applicable, in accordance with Section 6(c) the Company’s normal payroll policy, provided that prior to the expiration initial payment, the Executive has executed and delivered to the Company, and has not revoked a general release of the Initial TermCompany, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a form reasonably acceptable to the Company. Such general release shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect be delivered on or about the date of termination and must be executed within 21 days of termination, subject to subsections (c) and (d). (b) If during Notwithstanding the Term of this Agreement there is a CC Terminationforegoing, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months any payment(s) of Employee’s Base Salary in effect on date “nonqualified deferred compensation” (within the meaning of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (ii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of “nonqualified deferred compensation” that is subject hereunder, then the Executive will not be deemed to Section 409A of have terminated employment until the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s Executive incurs a “separation from service and not revoking the release service” within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 meaning of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.409A.

Severance. (a) If 6.1 In the event of a termination of the Executive’s employment by the Company terminates Employee’s employment with for Cause, by the Company Executive without Cause in accordance with Section 6(c) prior Good Reason, due to the expiration of the Initial Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall pay Employee a not have any obligations to provide the severance payment payments contemplated under this Section 6.2: (a) Payment to the Executive of an amount equal to twelve months the lesser of Employee’s (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the Option will accelerate on the date of terminationtermination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will Executive shall not be entitled to a any severance payment (in addition benefits pursuant to any other rights and other amounts payable this Section 6.2 if his employment is terminated by the Company for Cause, by the Executive without Good Reason or due to the Employee under Executive’s death or the expiration of the Term; provided that, in the event that the Executive’s employment is terminated by the Company plans for Cause or is terminated by the Executive without Good Reason (a “Discretionary Severance Event”), the Board (without the Executive’s participation), in which Employee is a participantits sole and absolute discretion, but without duplication for any amounts due may choose to Employee pursuant to Section 7(a)) payable in a lump sum in cash in pay the Executive an amount equal to the sum of: (i) twelve months of Employee’s Base Salary the payments referred to in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c6.2(a) and (d). b) above, payable in twenty-four (c24) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum monthly payments, beginning within sixty (60) days after following the date Employee’s employment is terminated giving rise termination date. Notwithstanding anything in this Section 6.2 to such Severance Payment pursuant the contrary, in the event the 60 day post-termination period, during which the payments referred to Section 7(ain subsections 6.2(a) or and (b); provided that Employee executes ) above are required to be made, begins in one taxable year of the Executive and delivers ends in a second taxable year of the release contemplated by Section 7(dExecutive, the payments referred to in subsections 6.2(a) and such release becomes effective and irrevocable. If such sixty (60b) day period spans two calendar years, the Severance Payment will above shall be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code taxable year (and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementwithin such 60 day period). (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (aA) If a lump sum cash payment in an amount equal to two (2) times the Company terminates Employee’s employment with higher of (1) the Company without Cause in accordance with Section 6(c) base salary which Employee was receiving immediately prior to the Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination (the “Salary Payment”); (B) a lump sum cash payment in an amount equal to two (2) times Employee’s Target Annual Bonus (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(A) and (B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment, Salary Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clause (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the Initial Termdate of Employee’s termination of employment). In addition, all payments and benefits under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with the Restrictive Covenants and release of claims against the Company as set forth in Section 1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is likely to cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a severance payment an monthly amount in cash equal to twelve months the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s Base Salary as in effect on termination of employment (the date of termination, subject to subsections (c“Accrued Benefits”) and up to three (d). 3) consecutive months of outplacement services not to exceed $5,000 per month (b) If during the Term of this Agreement there is with a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights provider and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to program selected by the sum of: Employee, provided Employee commences such services within ninety (i90) twelve months days of Employee’s Base Salary Change in effect on date of such CC Control Involuntary Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (ddate). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Except as otherwise provided in Section 8, if the Executive’s employment hereunder is terminated during the Employment Term by the Company terminates Employee’s employment with or is terminated due to expiration of the Employment Term following notice by the Company without Cause not to extend the Employment Term in accordance with Section 6(c3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Executive shall be entitled to receive as severance (subject to Section 9): (i) an amount equal to the Executive’s base salary as in effect immediately prior to the expiration date of the Initial Executive’s termination of employment for the longer period of twelve (12) months or the remaining Employment Term, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during such applicable period following the date of the Executive’s termination (such period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay Employee the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a severance payment an amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to twelve months the Company); and (III) the Executive’s period of Employee’s Base Salary “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as in effect amended (the “Code”), shall be deemed to commence on the date of termination, subject to subsections (c) and (d)the Executive’s termination of employment. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with Agreement is terminated by the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermExecutive for Good Reason (as hereinafter defined), the Company shall pay Employee the Executive a severance payment an amount equal to twelve months of Employee’s the highest annual Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term for the remainder of this Agreement there is a CC Termination, then the Employee will be entitled to a Term. Such severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) shall be payable in equal monthly installments (except in the case of payments made as a lump sum result of the termination of the Agreement following a Change in cash in an amount equal to Control of the sum of: Company (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Terminationas hereinafter defined), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will which payments shall be made in a lump sum as soon as practicable, but in any event within sixty (60) days 10 days, after the date Employee’s employment is terminated giving rise of termination) commencing on the first day of the month following termination. In addition, the Company shall pay the Executive any bonuses awarded but not paid for any fiscal year of the Company ending prior to the date of such termination. The Executive shall be reimbursed for all business expenses incurred by the Executive prior to such Severance Payment pursuant termination and shall be entitled to continue to participate in all executive benefit plans in which he was participating on the date of his termination, including, but not limited to, the continuation of all life, disability, accident and medical insurance benefits available to him on such date as long as he is entitled to receive the severance payment hereunder or until the date he receives equivalent coverage and benefits under the plans and programs of a subsequent employer. "Good Reason," for purposes of the Agreement, shall mean (A) the Company shall have materially breached the provisions of the Agreement, including, without limitation, Section 7(a11, or (B) the assignment to the Executive by the Board of duties materially inconsistent with the Executive's position (including status, corporate office(s), title(s) or (breporting responsibility); provided that Employee executes and delivers the release , authority, duties or responsibilities as contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A 3 of the Code and Agreement, or any action by the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A Board which results in a material diminution of the Codeposition, authority, duties or responsibilities of the Severance Payment will Executive as contemplated by Section 3 of the Agreement. A "Change in Control" of the Company shall be made deemed to have occurred if (x) the Company shall have merged or consolidated with an unaffiliated entity or the Company shall have transferred or sold all or substantially all of its assets to an unaffiliated entity, (y) the majority of the directors on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B Board at any time have not been nominated for election by the 45th day following directors on the Employee’s separation from service and not revoking the release within the seven Board immediately prior to any such election of directors or (7z) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion person or group shall have acquired a majority of the Severance Payment that has been paid to him pursuant to Section 7voting securities of the Company.

Severance. (a) If Employee's employment is terminated by Employee or the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor any reason or no reason after December 31, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination1997, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment receive on the effective date of termination of Employee's employment (in the "Termination Date"), cash compensation equal to six (6) months of Employee's base salary (the "Initial Severance Payment"). In addition to any other rights and other amounts payable to the Employee under Initial Severance Payment, on the Termination Date, the Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in will deposit an amount equal to the sum of: six (i6) twelve months of Employee’s Base Salary 's base salary in effect escrow (the "Escrow Deposit") with a financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Company. If Employee has not obtained new employment within the six (6) month period immediately following the Termination Date, then the Escrow Agent will distribute to Employee monthly, commencing on date the seventh (7th) month anniversary of such CC the Termination (or, if greater, the highest Base Salary in effect during the three year period Date and ending on the date twelfth (12th) month anniversary of such CC Terminationthe Termination Date (the "Subsequent Payment Period") an amount equal to one-sixth (1/6th) of the Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be reduced, on a dollar for dollar basis, to the extent Employee receives compensation for services rendered to another person or entity during the Subsequent Payment Period (the "Offset Amounts"). The Offset Amounts, if any, shall be distributed by the Escrow Agent to the Company. Notwithstanding the foregoing, in the event that the severance and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable other benefits provided for in this Agreement to Employee pursuant to this constitute "parachute payments" within the meaning of Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A 280G of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is and, but for this Section 5, would be subject to the excise tax imposed by Section 409A 4999 of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise aggregate amount of such payments and benefits payable pursuant to this Agreement. Section 5 shall be reduced such that the present value thereof (das determined under the Code and the applicable regulations) is equal to 2.99 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Code. If Employee's employment is terminated by Employee acknowledges and agrees or the Severance Payment Company for any reason or no reason prior to which the December 31, 1997, Employee is will not be entitled under to receive any severance payments pursuant to this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 75.

Severance. (ai) If In the Company terminates Employeeevent of any termination of the Executive’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor any reason, the Company Executive (or his estate) shall pay Employee a severance payment an amount equal be entitled to twelve months of Employee’s (A) his Base Salary as through the date of termination, (B) the value of his accrued but unused vacation and paid time off through the date of termination, (C) except in effect the case of termination for Cause, any bonus earned in a prior year but not yet paid on the date of termination, subject (D) reimbursement of all business expenses properly incurred prior to subsections (c) the date of termination consistent with Company policy, and (dE) any benefits, including any continuation or conversion rights, provided under any employee benefit plan or policy of the Company (not including any severance, separation pay, or supplemental unemployment benefit plan), in accordance with the terms of such plan or policy (the “Accrued Benefits”). (bii) If during In the Term event of this Agreement there is a CC Terminationtermination of the Executive’s employment by reason of death or Disability, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable Company shall pay or provide to the Employee under Company plans Executive or the Executive’s estate (A) the Accrued Benefits, (B) the Executive’s Base Salary, in which Employee is accordance with its normal payroll practices (but not less frequently than monthly), for a participantperiod of six (6) months from the effective date of such termination, but without duplication for any amounts due to Employee pursuant to Section 7(a)(C) payable in a lump sum in cash in an amount equal to the sum of: Executive’s Target Bonus for the fiscal year of termination pro-rated through the date of termination (idetermined based on the number of days in the calendar year that the Executive is employed by the Company in such year of the effective date of termination) and paid within thirty (30) days following such termination, and (D) continued health benefits for the Executive and his eligible dependents at the Company’s expense (or such portion thereof as is then funded by the Company for other employees of the Company), if applicable, for the same period. (iii) In the event of a nonrenewal or termination by the Company pursuant to Section 2 or Section 10(a)(iii), or if the Executive terminates this Agreement during the twelve (12) months after a Change of EmployeeControl pursuant to Section 10(a)(v), the Company shall (A) pay or provide to the Executive the Accrued Benefits, (B) pay the Executive a pro-rata annual bonus in respect of the fiscal year in which the effective date of termination occurs (determined based on the number of days in the calendar year that the Executive is employed by the Company in such fiscal year of the effective date of termination), with such annual bonus (if any) paid at the same time it would have otherwise been paid absent the Executive’s termination of employment, (C) continue to pay the Executive his Base Salary Salary, in effect on accordance with its normal payroll practices (but not less frequently than monthly), and shall continue the Executive’s, and his eligible dependents’, health insurance benefits at Company’s expense (or such portion thereof as is then funded by the Company for other employees of the Company) for a period of twelve (12) months from the effective date of such CC Termination termination, and (orD) provide the Executive, if greaterat the Company’s expense, the highest Base Salary in effect during the three year with senior executive level outplacement services for a period ending on of twelve (12) months from the date of termination, using a reputable provider selected by the Executive with the Company’s consent, which shall not be unreasonably withheld, provided that such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)outplacement expenses shall not exceed $25,000 in any event. (civ) Any severance payment payable to Employee pursuant to Except as expressly provided in this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after 10(b), upon the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A termination of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the CodeExecutive’s employment, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementall payments hereunder shall cease. (dv) Employee acknowledges The payments and agrees benefits described in Sections 10(b)(ii) and 10(b)(iii) are in lieu of, and not in addition to, any other severance arrangement maintained by the Severance Payment to which Company. The payments and benefits described in Sections 10(b)(ii) and 10(b)(iii), other than the Employee is entitled under this Section 7 is Accrued Benefits, are conditioned upon on: i. The Executive’s (or in the case of Executive’s death, his/her estate’s) execution and subject delivery to the Employee’s executing Company and delivering the expiration of all applicable statutory revocation periods, by the sixtieth (60th) day following the effective date of his termination of employment, of a general release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit B by A (the 45th day following “Release”). Subject to Section 11 below, the Employee’s separation from service payments and not revoking benefits described in Section 10(b)(ii) and 10(b)(iii) will begin to be paid or provided as soon as administratively practicable after the release within Release becomes irrevocable, provided that if the seven sixty (7) days after executing and delivering the release. If such forty-five (4560) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second calendar taxable year. ii. Employee’s right to the Severance Payment is further conditioned upon EmployeeThe Executive’s continued compliance with the provisions of Sections 8-11 5, 6, 7 and 8 of this Agreement. If Employee breaches . (vi) The Executive shall not be required to seek or accept other employment, or otherwise to mitigate damages, as a condition to receipt of the benefits described in Sections 10(b)(ii) and 10(b)(iii), and such benefits shall not be reduced or offset by an amounts received by the Executive from any other source, except to the extent the Executive’s medical coverage is discontinued by reason of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7acquiring other coverage.

Severance. (a) If the Company terminates Employee’s Executive's employment with the Company without Cause and the Employment Term terminate by reason of termination by the Executive of his employment for Good Reason or termination by the Company of the Executive's employment, including as a result of notice of nonrenewal of the Employment Term by the Company in accordance with Section 6(c) prior 3 hereof, and such termination is not for Cause or Non-Performance and is not due to the expiration of the Initial TermDisability or death, the Company shall pay Employee have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive (i) within thirty (30) days of such termination of employment, any earned but unpaid Base Salary and any unreimbursed business expenses payable pursuant to Section 4(g) for the period prior to termination and any unpaid Performance Bonus for any prior completed fiscal year (the "Entitlements"); (ii) within thirty (30) days of such termination of employment, a severance payment an amount equal to twelve months two hundred percent (200%) of Employee’s the sum of (x) the Executive's then-current annual Base Salary as in effect on and (y) the Performance Bonus earned by the Executive for the immediately preceding fiscal year (the "Severance Payment"); provided that, notwithstanding anything to the contrary set forth herein, prior to the first anniversary date of terminationthis Agreement, subject the Severance Payment shall be deemed to subsections (c) be $1,120,000; and (diii) at the time provided in such plan, any rights to which he is entitled in accordance with plan provisions under any employee benefit plan, program or arrangement, or any fringe benefit, incentive or stock option plan of the Company in which he participates at the time of such termination ("Rights"). As a condition of receiving the payments provided for under this Section 9(a), the Executive agrees to execute a release releasing the Company and any of its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive's employment or termination of employment with the Company and any of its affiliates and any disagreements with respect to such employment, except that such release shall not release the Company from its obligation to pay the Executive the Entitlements, the Severance Payment, and the Rights provided for in this Section 9(a). (b) If during the Term Employment Term, the Executive's employment is terminated for any reason other than as provided in Section 9(a) (including death, termination of this Agreement there is the Executive by the Company for Cause, Non-Performance or Disability or termination by the Executive without Good Reason or his delivery of a CC Terminationnotice of nonrenewal in accordance with Section 3 hereof), then the Employee will Company shall have no liability or further obligation to the Executive except as follows: the Executive (and his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to a severance payment (in addition to receive any other rights Entitlements and other amounts payable to any Rights at the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); time provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementrelevant plans. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In the event that, prior to the end of the Specified Period, (a) If the Company terminates Employee’s employment with the Company without Cause Succession Plan does not occur in accordance with Section 6(cthe Merger Agreement and you resign in accordance with the notice and timing procedures for Constructive Discharge in your Employment Agreement or (b) prior you experience a termination of your employment without Cause (as defined in your Employment Agreement) or by reason of Constructive Discharge (as defined in your Employment Agreement, but subject to the expiration section entitled “Waiver of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months Constructive Discharge” below) (each such termination of Employee’s Base Salary as employment in effect on the date of termination, subject to subsections clauses (ca) and (db). (b) If during the Term of this Agreement there is , a CC “Qualifying Termination”), then the Employee you will be entitled to receive (i) any annual bonus or long-term incentive award earned or accrued for a severance payment prior performance period that has not yet been paid, (in addition to any other rights and other amounts payable to ii) the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)greater of (A) payable in a lump sum in cash in an amount equal to the sum of: of (x) your then applicable base salary through the remainder of the Specified Period and (y) annual performance bonuses (based on your then most recent annual performance bonus) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to the sum of your then applicable annual base salary and then most recent annual performance bonus, (iii) payment for the value of the contributions that would have been made to you or for your benefit under all applicable retirement and other employee benefit plans had your employment continued through December 31 of the year in which your termination of employment occurs and (iv) continuing coverage under all existing life, health and disability programs for one year following your termination date. In the event you experience a termination of employment due to your death or disability (as described in your Employment Agreement), you will be entitled to receive the amounts specified in (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonusii)(B), subject to subsections (ciii) and (div). (c) Any severance payment payable to Employee pursuant to . All amounts under this Section 7 (a “Severance Payment”) section will be made payable in equal bi-weekly installments commencing on the first regular pay date immediately following the date on which the Release Requirements are satisfied, for the greater of the remainder of the Specified Period or 12 months. In order to satisfy the “Release Requirements”, you must: (1) execute and deliver to the Corporation a separation agreement which includes a release of all claims in such form as requested by the Corporation within 22 days following your termination date (or any such longer period if required by applicable law and communicated to you) and do not revoke the release during the seven-day period following the execution date (or any such longer period if required by applicable law and communicated to you) and (2) remain in compliance with the restrictive covenants described in the section entitled “Non-Competition” below. Amounts under this letter agreement that are conditioned on the satisfaction of the Release Requirements will be paid or will commence, if at all, in accordance with the terms of this letter agreement but in no event later than 75 days following your termination date and only if such Release Requirements have been satisfied prior to such date. In the event that the 29-day period (or any such longer period if required by applicable law and communicated to you) described in the Release Requirements begins in one calendar year and ends in a lump sum within sixty (60) days after second calendar year, any payment that is conditioned on the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers satisfaction of the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made Release Requirements shall commence in the second calendar year. HoweverFor purposes of Code Section 409A, if Employee is a “specified employee” as defined in regulations each payment made under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment this letter agreement will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementtreated as a separate payment. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s Executive's employment with hereunder is terminated during the Employment Term by the Company without Cause or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 6(c3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Executive shall be entitled to receive as severance: (i) if such termination occurs prior to the expiration of the Initial Termtwo (2) year period following the Commencement Date, the Company shall severance pay Employee a severance payment an amount equal to twelve months and benefits payable under the terms of Employee’s Base Salary as in effect on the date of terminationSections 3(b), subject to subsections (c3(c), 3(d), 3(e), 3(f) and 3(g) of the severance agreement attached as Exhibit B hereto (d). (b) If during pursuant to which, the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans calendar year in which Employee is a participantthe "Change in Control" occurred, but without duplication for any amounts due to Employee pursuant to Section 7(apurposes of Sections 3(d) and 3(e) thereunder, shall be 2002), or (ii) payable if such termination occurs other than as described in a lump sum in cash in clause (i) immediately preceding, an amount equal to the sum of: (i) twelve months of Employee’s Base Salary Executive's base salary as in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on immediately prior to the date of such CC Terminationthe Executive's termination of employment for the longer period of twelve (12) months or the remaining Employment Term (payable, at the Company's option, in a lump-sum or in equal installments in accordance with the Company's payroll procedures during the applicable period described immediately above in this clause (ii) following the date of the Executive's termination), and a pro rata portion (iibased on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the Employee’s Average Annual Bonusyear of termination of the Executive's employment, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after no earlier than the date Employee’s on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment. If the Executive's employment is terminated giving rise otherwise than as described in this Section 7, the Executive shall not be entitled to such Severance Payment pursuant to Section 7(a) any severance, termination pay or (b); similar compensation or benefits, provided that Employee executes and delivers the release contemplated by Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including "continuation coverage" under the Company's group health plans for purposes of Section 7(d) and such release becomes effective and irrevocable4980B of the Internal Revenue Code of 1986, as amended ("COBRA"). If such sixty (60) day period spans two calendar yearsAs a condition of receiving any severance for which he otherwise qualifies under this Section 7, the Severance Payment will be made in the second calendar year. However, if Employee is Executive agrees to execute a “specified employee” as defined in regulations under Section 409A general release of the Code Company and the Severance Payment constitutes “nonqualified deferred compensation” that Affiliates and their respective officers, directors and employees from any and all claims, obligations and liabilities of any kind whatsoever arising from or in connection with the Executive's employment or termination of employment with the Company or this Agreement (including, without limitation, civil rights claims), in such form as is subject to Section 409A of the Code, the Severance Payment will be made on requested by the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee . The Executive acknowledges and agrees the Severance Payment to which the Employee is entitled under that, except as specifically described in this Section 7 is conditioned upon 7, all of the Executive's rights to any compensation, benefits (other than base salary earned through the date of termination of employment and subject any benefits due or accrued prior to termination of employment in accordance with the Employee’s executing and delivering the general release applicable employee benefit plans of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company or applicable law), bonuses or severance from the Company or any portion Affiliate after termination of the Severance Payment that has been paid to him pursuant to Section 7Employment Term shall cease upon such termination.

Severance. (ai) If In the Company terminates Employeeevent of any termination of Executive’s employment with the Company without Cause in accordance with Section 6(cfor any reason, Executive (or his estate) prior shall be entitled to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s (A) his Base Salary as through the date of termination, (B) the value of his accrued but unused vacation and paid time off through the date of termination, (C) except in effect the case of termination for Cause, any bonus earned in a prior year but not yet paid on the date of termination, subject (D) reimbursement of all business expenses properly incurred prior to subsections (c) the date of termination consistent with Company policy, and (dE) any benefits, including any continuation or conversion rights, provided under any employee benefit plan or policy of the Company (not including any severance, separation pay, or supplemental unemployment benefit plan), in accordance with the terms of such plan or policy (the “Accrued Benefits”). (bii) If during In the Term event of this Agreement there is a CC Terminationtermination of Executive’s employment by reason of death, then or Disability, the Employee will be entitled Company shall pay or provide to a severance payment Executive or Executive’s estate (in addition to any other rights and other amounts payable to A) the Employee under Company plans in which Employee is a participantAccrued Benefits, but without duplication for any amounts due to Employee pursuant to Section 7(a)(B) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of EmployeeExecutive’s Base Salary Salary, in effect on date of such CC Termination accordance with its normal payroll practices (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Terminationbut not less frequently than monthly), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (for a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months from the Severance Payment effective date of such termination, (C) an amount equal to Executive’s Target Bonus for the fiscal year of termination pro-rated through the date of termination (determined based on the number of days in the calendar year that Executive is otherwise payable pursuant to this Agreementemployed by the Company in such year of the effective date of termination) and paid within thirty (30) days following such termination, and (D) continued health benefits for Executive and his eligible dependents at Company’s expense (or such portion thereof as is then funded by the Company for other employees of the Company), if applicable, for the same period. (diii) Employee acknowledges and agrees In the Severance Payment event of a nonrenewal or termination by the Company pursuant to Section 2 or Section 10(a)(iii), or if Executive terminates this Agreement during the twelve (12) months after a Change of Control pursuant to Section 10(a)(v), the Company shall (A) pay or provide to Executive the Accrued Benefits, (B) pay Executive a pro-rata annual bonus in respect of the fiscal year in which the Employee effective date of termination occurs (determined based on the number of days in the calendar year that Executive is entitled under employed by the Company in such fiscal year of the effective date of termination), with such annual bonus (if any) paid at the same time it would have otherwise been paid absent Executive’s termination of employment, (C) continue to pay Executive his/her Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), and shall continue Executive’s, and his eligible dependents’, health insurance benefits at Company’s expense (or such portion thereof as is then funded by the Company for other employees of the Company) for a period of twelve (12) months from the effective date of such termination, and (D) provide Executive, at the Company’s expense, with senior executive level outplacement services for a period of twelve (12) months from the date of termination, using a reputable provider selected by Executive with the Company’s consent, which shall not be unreasonably withheld, provided that such outplacement expenses shall not exceed $25,000 in any event. (iv) Except as expressly provided in this Section 7 is 10(b), upon the termination of Executive’s employment, all payments hereunder shall cease. (v) The payments and benefits described in Section 10(b)(ii) and 10(b)(iii) are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. The payments and benefits described in Section 10(b)(ii) and 10(b)(iii), other than the Accrued Benefits, are conditioned upon on: (a) Executive’s (or in the case of Executive’s death, his/her estate’s) execution and subject delivery to the Employee’s executing Company and delivering the expiration of all applicable statutory revocation periods, by the 60th day following the effective date of his/her termination of employment, of a general release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit B by A (the 45th day following the Employee’s separation from service “Release”); and not revoking the release within the seven (7b) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with the provisions of Sections 8-11 5, 6, 7 and 8 of this Agreement. If Employee breaches Subject to Section 10(d) below, the payments and benefits described in Section 10(b)(ii) and 10(b)(iii) will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60 day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. (vi) Executive shall not be required to seek or accept other employment, or otherwise to mitigate damages, as a condition to receipt of the benefits described in Section 10(b)(ii) and 10(b)(iii), and such benefits shall not be reduced or offset by an amounts received by Executive from any other source, except to the extent Executive’s medical coverage is discontinued by reason of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7acquiring other coverage.

Severance. Except as otherwise provided in Section 8, if the Executive’s employment hereunder is terminated during the Employment Term, following the Executive’s initial twelve (a12) If months of employment, by the Company terminates Employee’s employment with or is terminated due to expiration of the Employment Term following notice by the Company without Cause not to extend the Employment Term in accordance with Section 6(c3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Executive shall be entitled to receive as severance (subject to Section 9): (i) an amount equal to the Executive’s base salary as in effect immediately prior to the expiration date of the Initial TermExecutive’s termination of employment for twelve (12) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twelve (12) months following the date of the Executive’s termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay Employee the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a severance payment an amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to twelve months the Company); and (III) the Executive’s period of Employee’s Base Salary “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as in effect amended (the “Code”), shall be deemed to commence on the date of termination, subject to subsections (c) and (d)the Executive’s termination of employment. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Except as otherwise provided in Section 8, if the Executive’s employment hereunder is terminated during the Employment Term by the Company terminates Employee’s employment with or is terminated due to expiration of the Employment Term following notice by the Company without Cause not to extend the Employment Term in accordance with Section 6(c3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Executive shall be entitled to receive as severance (subject to Section 9): (i) an amount equal to the Executive’s base salary as in effect immediately prior to the expiration date of the Initial TermExecutive’s termination of employment for twelve (12) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twelve (12) months following the date of the Executive’s termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b) for the year of termination of the Executive’s employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of such termination. With respect to any such continued medical and dental benefits described in clause (ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay Employee the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a severance payment an amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to twelve months the Company); and (III) the Executive’s period of Employee’s Base Salary “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as in effect amended (the “Code”), shall be deemed to commence on the date of termination, subject to subsections (c) and (d)the Executive’s termination of employment. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) If, prior to the expiration of this Agreement, the Initial TermCompany breaches this Agreement by terminating the Executive's employment for any reason other than Cause (a "Breach"), or during the two year period next following a "Change in Control" (as herein defined) the Executive's employment with the Company is terminated for reasons other than death, disability or Cause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive for periods subsequent to the date of such termination, the Company shall pay Employee a lump sum severance payment (together with the payments provided in paragraph (c) below, the "Severance Payments") to the Executive at the time of termination. Such payment shall be an amount equal to twelve months the number of Employee’s years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive's attainment of age 65) multiplied by the sum of (A) the Executive's Base Salary rate as in effect on as of the date of termination, subject to subsections (c) termination and (d)B) the average of the bonus amounts awarded or due to the Executive pursuant to Section 3.2 of this Agreement. Payment of Severance Payments provided under this Section 7 in the event of a termination which constitutes a Breach by the Company will not prohibit Executive from seeking enforcement of the remaining provisions of this Agreement or other remedies for breach of this Agreement. (b) If during In determining the Term amount of this Agreement there is a CC Termination, then payments due under any incentive plan or other bonus plan in effect for the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans year in which Employee the Executive is terminated as a participantresult of a Breach or Termination Upon Change in Control, but without duplication the Company shall pay the Executive at the time of termination a pro-rata portion of all contingent awards granted under such plans for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an all uncompleted periods, assuming for this purpose that the amount equal to of each award that would have been paid upon the sum of: (i) twelve months of Employee’s Base Salary in effect on date completion of such CC Termination (orperiod would at least equal the pro rata amount of the greater of the target or maximum bonus, if greaterany, the highest Base Salary provided for in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)plan. (c) Any severance payment payable The Company shall pay the Executive all reasonable legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to Employee pursuant obtain or enforce any right or benefit provided by this Agreement), unless the decision-maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall pay to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes Company its reasonable legal fees and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made expenses incurred in the second calendar year. Howeverdefense of such proceeding, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementcontest or dispute. (d) Employee acknowledges For the length of the period for which severance benefits are provided after any termination pursuant to this Section 7, the Company shall arrange to provide the Executive with life, disability, accident and agrees group health insurance benefits substantially similar to those which the Severance Payment Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the Executive pursuant to this paragraph (d) shall be reduced to the extent comparable benefits are actually received by the Executive during the period following the Executive's termination, and any such benefits actually received by the Executive shall be reported to the Company. (e) Nothing contained in this Section 7 shall prevent the Executive from receiving any and all benefits payable under any severance benefit plan or program maintained by the Company to which the Employee Executive is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7entitled.

Severance. (a) If the Company terminates EmployeeUpon termination of Executive’s employment with the Company (including election not to extend the term of this Agreement pursuant to Section 1 above) by the Company without Cause (as defined below) or upon Executive’s resignation from employment (including election not to extend the term of this Agreement pursuant to Section 1 above) for Good Reason (as defined below), in accordance with Section 6(ceach case contingent upon Executive’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Exhibit A of this Agreement (the “Release Agreement”), Executive shall be entitled to the following: (i) a lump sum severance payment in an amount equal to two (2) months of the Base Salary in effect immediately prior to Executive’s last date of employment, less applicable withholdings and deductions; and (ii) if Executive elects to receive continued healthcare coverage pursuant to the expiration Consolidated Omnibus Budget Reconciliation Act of the Initial Term1985, as amended (“COBRA”), the Company shall pay directly pay, or reimburse Executive for, the COBRA premiums for Employee a severance payment an amount equal to twelve months of and Employee’s Base Salary as in effect covered dependents during the period commencing on Executive’s termination and ending upon the earliest of (A) twelve (12) months following the date of termination, subject (B) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (D) the date Executive and Executive’s covered dependents become eligible to subsections (c) and (d)receive healthcare coverage from Executive’s subsequent employer. (b) The Company’s obligations under this Section 6.2 are subject to the requirements and time periods set forth in this Section 6.2 and in the Release Agreement. Prior to receiving the payments described in this Section 6.2, Executive shall execute the Release Agreement on or before the date that is seventy-five (75) days after the last day of Executive’s employment. If during Executive fails to timely execute and remit the Term of Release Agreement, Executive waives any right to the payments provided under this Section 6.2. The Company will have no further obligations to Executive under this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee or otherwise after making payments pursuant to this Section 7(a)6.2. Payments under this Section 6.2 shall be made within fifteen (15) payable in a lump sum in cash in an amount equal to days of Executive’s execution and delivery of the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (orRelease Agreement, if greater, provided that Executive does not revoke the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)Release Agreement. (c) Any severance payment payable to Employee Executive agrees that payments made pursuant to this Section 7 (a “Severance Payment”) will be made 6.2 shall constitute the exclusive and sole remedy for any termination of Executive’s employment, and Executive covenants not to assert or pursue any other remedies, at law or in a lump sum within sixty (60) days after the date Employeeequity, with respect to any termination of employment. The foregoing shall not limit any of Executive’s employment is terminated giving rise rights with regard to such Severance Payment pursuant any rights to Section 7(a) indemnification, advancement or (b); provided that Employee executes payment of legal fees and delivers the release contemplated by Section 7(d) costs, and such release becomes effective coverage under directors and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementofficers liability insurance. (d) Employee acknowledges Anything in this Agreement to the contrary notwithstanding, the Company shall have the right to terminate all payments and agrees the Severance Payment benefits owing to which the Employee is entitled under Executive pursuant to this Section 7 is conditioned 6.2 upon and subject to the EmployeeCompany’s executing and delivering discovery of any material breach by Executive of Executive’s obligations under the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Release Agreement or Sections 8-11 , 9, or 12 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s Executive's employment with hereunder is terminated during the Employment Term (1) by the Company without other than for Cause or due to Disability, death or expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with Section 6(c3, or (2) prior by the Executive for Good Reason, the Executive shall be entitled to receive as severance: (i) an amount equal to $1,000,000 per year for two (2) years (payable, at the expiration Company's option, in a lump-sum or in equal installments in accordance with the Company's payroll procedures during the two-year period following the date of the Initial TermExecutive's termination) (such two-year period, the "Severance Period"); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect from time to time for active employees of the Company, and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination) of any incentive bonus otherwise payable in accordance with Section 4(b)(1) for the year of termination of the Executive's employment, payable no earlier than the date on which such bonus, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment. With respect to any such continued medical and dental benefits described in clause (ii) of the immediately preceding sentence for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay Employee the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a severance payment an amount equal successor employer (and the Executive's eligibility for any such benefits shall be reported by the Executive to twelve months the Company); and (III) the Executive's period of Employee’s Base Salary "continuation coverage" for purposes of Section 4980B of the Internal Revenue Code of 1986, as in effect amended ("COBRA"), shall be deemed to commence on the date of the Executive's termination of employment. If the Executive's employment is terminated otherwise than as described in this Section 7, the Executive shall not be entitled to any severance, termination pay or similar compensation or benefits, provided that the Executive shall be entitled to any benefits then due or accrued in accordance with the applicable employee benefit plans of the Company or applicable law, including COBRA. As a condition of receiving any severance for which he otherwise qualifies under this Section 7, the Executive agrees to execute a general release of the Company and the Affiliates and their respective officers, directors and employees from any and all claims, obligations and liabilities of any kind whatsoever arising from or in connection with the Executive's employment or termination of employment with the Company or this Agreement (including, without limitation, civil rights claims), in such form as is reasonably requested by the Company. The Executive acknowledges and agrees that, except as specifically described in this Section 7, all of the Executive's rights to any compensation, benefits (other than base salary earned through the date of termination of employment and any benefits due or accrued prior to termination of employment in accordance with the applicable employee benefit plans of the Company or applicable law), bonuses or severance from the Company or any Affiliate after termination of the Employment Term shall cease upon such termination. In the event of any termination of the Executive's employment, the Executive shall have no duty to mitigate the amount of any severance to which he may be entitled pursuant to this Section 7(a) by seeking other employment or otherwise, and any severance to which the Executive is entitled pursuant to this Section 7(a) shall be determined without regard to whether the Executive obtains any other employment (subject to subsections clause (cII) of the second sentence of this Section 7(a), relating to discontinuation of Company medical and (ddental benefits, and the Executive's obligations under Section 5). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 For purposes of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.:

Severance. (a) If 6.1 In the event of a termination of the Executive’s employment by the Company terminates Employee’s employment with for Cause, by the Company Executive without Cause in accordance with Section 6(c) prior Good Reason, due to the expiration of the Initial Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall pay Employee a not have any obligations to provide the severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d).payments contemplated under this Section 6.2: (ba) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable Payment to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in Executive of an amount equal to the sum of: lesser of (i) twelve months of Employee’s 2.99 times the Base Salary in effect on date the year of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and termination or (ii) the Employee’s Average Annual Bonusamount of Base Salary owed to the Executive for the remainder of the Term, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after following the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or termination date; (b)) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such this amount shall be paid in a lump sum within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day period spans two calendar yearsimmediately preceding the day of termination of employment; provided, however that (i) the Severance Payment will be made in the second calendar year. HoweverExecutive constitutes a qualified beneficiary, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A 4980B(g)(1) of the Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the Severance Payment will be made on time period prescribed pursuant to COBRA. The Company shall continue to provide the Company’s first payroll payment Executive with such health coverage until the earlier of (A) the date that the Executive is more than six no longer eligible to receive continuation coverage pursuant to COBRA, or (6B) twelve (12) months from the Severance Payment is otherwise payable pursuant to this Agreement.termination date; and (d) Employee acknowledges and agrees The vesting of the Severance Payment Option will accelerate on the date of termination as to which that number of shares that would have become vested if the Employee is Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled under to any severance benefits pursuant to this Section 7 6.2 if his employment is conditioned upon and subject terminated by the Company for Cause, by the Executive without Good Reason or due to the EmployeeExecutive’s executing and delivering death or the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion expiration of the Severance Payment that has been paid to him pursuant to Section 7Term.

Severance. In exchange for Executive’s agreement to be bound by the terms of this Release, including, but not limited to, the release of claims in Section 3, and subject to the occurrence of the Effective Date as provided in Section 1(a), Executive shall be entitled to receive the following, which shall be the exclusive severance benefits to which Executive is entitled, unless Executive has failed to comply with the provisions of this Release, in which case the last sentence of Section 4 shall apply: (ai) If A cash payment in the amount of $292,916.55, representing twelve (12) months’ base salary, payable in a lump sum on the sixtieth (60th) day following the Separation Date; plus (ii) A cash payment in the amount of $87,874.97, representing Executive’s 2019 annual bonus, payable in a lump sum on the sixtieth (60th) day following the Separation Date; plus (iii) For the period beginning on the Separation Date and ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, (x) the date on which the applicable continuation period under COBRA expires, or (y) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage from a subsequent employer) (such period, the “COBRA Coverage Period”), the Company terminates Employeeshall either, at its option, (1) pay directly or (2) reimburse Executive, for the costs associated with continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s employment with health plans as of the Company Separation Date (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without Cause in accordance with Section 6(climitation, his election of such coverage and his timely payment of premiums). If (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Initial Termperiod of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (y) the Company is otherwise unable to continue to cover Executive under its group health plans under applicable law or the terms of such plans, then, in either case, the Company shall instead pay Employee a severance payment to Executive an amount equal to twelve months the monthly plan premium payment for Executive and his eligible dependents who were covered under the Company’s health plans as of Employeethe Separation Date (calculated by reference to Executive’s Base Salary premiums as of the Separation Date) as currently taxable compensation in effect on substantially equal monthly installments over the date of termination, subject to subsections COBRA Coverage Period (c) and (dor the remaining portion thereof).; plus (biv) If during In the Term event a Company Transaction (as defined in the Employment Agreement) occurs within fifty-nine (59) days following the Separation Date, the additional benefits set forth below (and, for the avoidance of doubt, if a Company Transaction does not occur within such time period, Executive shall not be eligible to receive the additional severance benefits described in this Agreement there is a CC Termination, then clause (iv)): (A) An additional cash payment in the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to amount of Executive’s full target bonus for the Employee under Company plans year in which Employee is a participantthe Company Transaction occurs, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and sixtieth (ii60th) day following the Employee’s Average Annual Bonus, subject to subsections (c) and (d).Separation Date; plus (cB) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will The vesting and/or exercisability of each of Executive’s outstanding stock options shall be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes automatically accelerated and delivers the release contemplated by Section 7(d) deemed vested and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” exercisable as defined in regulations under Section 409A of the Code Separation Date. Except as modified above, Executive’s stock options shall continue to be governed by the terms and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A conditions of the Code, the Severance Payment will be made on stock option agreements and the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable equity plan pursuant to this Agreement. (d) Employee acknowledges and agrees which such stock options were granted. The foregoing benefits shall be the Severance Payment exclusive benefits to which the Employee Executive is entitled under this Section 7 is conditioned upon and subject in connection with his termination of employment, unless Executive has failed to comply with the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 provisions of this Agreement. If Employee breaches any Release, in which case the last sentence of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 74(a) shall apply.

Severance. (ai) If Without limiting the Company generality of the provisions of Section 6.9(b), as of the Closing Date, Buyer shall provide severance pay and benefits to each Continuing Employee whose employment terminates or is terminated on or during the 12 month period (or 24 month period with respect to those Business Employees who are covered under the Dynegy, Inc. Executive Change in Control Severance Plan (the “Executive CIC Plan”)), as applicable, following the Closing which are no less favorable than those described in the severance Benefit Plan set forth on Schedule 6.9(e) (the “Applicable Severance Plans”) applicable to such Continuing Employee immediately prior to the Closing (taking into account increases in compensation and service through the date of such termination); provided, however, that a Business Employee’s eligibility for severance benefits shall be determined using the same requirements for eligibility set forth in the Applicable Severance Plan as of the Closing. As a condition of any such severance benefits, Buyer shall require that affected employees execute (and not revoke) a general release of all claims against Seller, Buyer and their respective Affiliates. Buyer and Seller agree that in the event an independent plan administrator of any Applicable Severance Plan or a court of competent jurisdiction based on a claim initiated by a Business Employee for a denial of benefits or otherwise under the Applicable Severance Plan, determines that any Business Employee is entitled to any severance or termination benefits under the Applicable Severance Plan due solely to the transactions contemplated by this Agreement (including the actions taken by Dynegy as set forth in Section 6.9(f) of the Merger Agreement), any payments made to the applicable Business Employee pursuant to such determination shall be the sole severance benefit due such Business Employee by Seller, Buyer, the Companies or their Affiliates. (ii) Buyer and Seller agree that the transaction and related transactions contemplated pursuant to this Agreement (including the transfer of any Business Employees to the Companies prior to the Closing Date and the Amendment of the Applicable Severance Plan under the Merger Agreement), shall not constitute events that would entitle any Business Employee to any severance or similar benefits under any Applicable Severance Plan. In furtherance of the foregoing, Seller shall not (nor shall Seller allow any plan administrator of the Applicable Severance Plans that is under its control) determine any Business Employee is entitled to any severance or termination benefits under the Applicable Severance Plan unless and until such employee’s employment with the applicable Company without Cause has been terminated after the Closing (unless ordered to do otherwise by a court of competent jurisdiction based on a claim initiated by a Business Employee for a denial of benefits or otherwise under the Applicable Severance Plan); provided, however, for avoidance of doubt: 1. Seller shall indemnify, defend, and hold Buyer, the Companies and their Affiliates harmless from and against any and all liabilities, claims and obligations (including attorney’s fees and other costs of defense) arising out of or otherwise in accordance respect of any severance obligations with respect to any Business Employee under any Applicable Severance Plan solely triggered by: Seller’s failure to meet the requirements of this Section 6.9(e)(ii) unless the employment of the applicable Business Employee is subsequently terminated after the Closing by Buyer or its Affiliates under circumstances that would have required Buyer or its Affiliates to pay severance or similar benefits under the Applicable Severance Plan; and 2. Seller shall be solely liable for, and shall indemnify Buyer for, any and all liabilities, claims and obligations (including attorney’s fees and other costs of defense) arising out of or otherwise in respect of any severance obligations with respect to any Business Employee under any Applicable Severance Plan triggered by Dynegy’s failure to fully comply with Section 6(c6.9(f) prior to the expiration of the Initial Term, Merger Agreement unless the Company employment of the applicable Business Employee is subsequently terminated by Buyer or its Affiliates after the Closing under circumstances that would have required Buyer or its Affiliates to pay severance or similar benefits under the Applicable Severance Plan (in which case Buyer shall pay Employee a severance payment an amount equal to twelve months bear 100% of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (dsuch costs). 3. Notwithstanding the foregoing, Seller and Buyer shall jointly share liability, on a 50/50 basis, for, any and all liabilities, claims and obligations (bincluding attorney’s fees and other costs of defense) If during arising out of or otherwise in respect of any severance obligations with respect to any Business Employee under any the Term Executive CIC Plan triggered by Dynegy’s failure to amend the Executive CIC Plan as described in Section 6.9(f) because Seller concludes such amendment violates the terms of this Agreement there the Executive CIC Plan, unless the employment of the applicable Business Employee is a CC Termination, then subsequently terminated by Buyer or its Affiliates after the Employee will be entitled Closing under circumstances that would have required Buyer or its Affiliates to a pay severance payment or similar benefits under the Applicable Severance Plan (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date case Buyer shall bear 100% of such CC Termination (or, if greater, the highest Base Salary costs). Seller and Buyer shall cooperate in effect during the three year period ending on the date of such CC Termination), good faith to mitigate all potential severance or termination payments and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (dbenefits described in this Section 6.9(e)(ii). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Subject to Section 12, if the Company terminates Employee’s the Executive's employment with the Company without (other than For Cause in accordance with Section 6(c) prior to the expiration or as a result of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of EmployeeExecutive’s Base Salary as in effect on the date of termination, subject to subsections (cdeath or Disability) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a10(a), or the Executive terminates his employment for Good Reason pursuant to Section 10(b): (i) payable in The Company shall (subject to Section 11(b) below): (A) pay or cause to be paid to the Executive a lump lump-sum in cash payment, within ten (10) calendar days of the Termination Date, in an amount equal to the sum of (x) any unpaid Base Pay through the Termination Date, (y) payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Termination Date; (B) pay or cause to be paid to the Executive an amount equal to the sum of (I) 100% of the Executive's Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 10 (b)(i)(B) hereof, whichever is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's last payroll date of each of the first twelve (12) calendar months commencing immediately following the 60th day following the Termination Date; and (C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if the Executive is a Specified Employee, except to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) the expiration of the six-month period measured from the Separation from Service Date and (II) the date of the Executive's death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's Separation from Service Date (or the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein; (ii) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the GENBAND Entities or any successor entities of: , the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA") (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of the Executive) for so long as the Executive or, as appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as contemplated pursuant to COBRA and the relevant group health plan of the GENBAND Entities, but i n no event longer than twelve (12) months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive's taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive remits the related taxes, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such tax gross-ups; and (iii) If such termination of the Executive's employment occurs within twelve (12) months after a Change in Control, notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Termination Date shall, without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to the extent such Equity Awards have not otherwise vested, automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Termination Date. (b) The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) twelve months the Executive's termination of Employee’s Base Salary in effect on date employment constituting a "separation from service" within the meaning of such CC Termination (or, if greater, Section 1.409A-1(h) of the highest Base Salary in effect during the three year period ending on the date Department of such CC Termination), Treasury Regulations and (ii) the Employee’s Average Annual BonusExecutive's execution and delivery of a release, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in substantially the form attached hereto as Exhibit B by A, on or prior to the 45th 60th day following the Employee’s separation from service Termination Date, which has not been revoked by the Executive prior to, and cannot revoking be revoked by the release within the seven (7) days after executing and delivering the releaseExecutive after, such 60th day. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsFurther, for purposes of Section 409A, the Severance Payment will be paid in the second calendar year. Employee’s Executive's right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-receive installment payments pursuant to this Section 11 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other provision of this Agreement. If Employee breaches any of his Agreement to the contrary, the parties' respective rights and obligations in under this Section 11 and under Sections 8-11 12 through 30 will survive the expiration of this Agreement, he will immediately return to the Company any portion expiration of the Severance Payment that has been paid to him pursuant to Section 7Employment Term and the termination of the Executive's employment for any reason whatsoever.

Severance. (a) If Severance pay in the Company terminates Employee’s employment with amount of the Company without 9 months of the Base Salary, if termination is for any reason other than Cause in accordance with Section 6(c) prior to the or expiration of the Initial TermEmployment Term or resignation by Executive. Severance pay, if any, will be payable in 18 equal bi-weekly installments. Executive will be required to execute and return the Company’s form Separation and Release of Claims Agreement (“Separation and Release”) within 45 days after Executive’s termination of employment in order to be eligible to receive the severance pay described above. Payment of Executive’s severance shall commence no earlier the 7 calendar days after the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on receives the date of termination, subject to subsections (c) executed Separation and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights Release and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) no later than 90 days after the date Employeeof Executive’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or separation from service (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations Section 1.409A 1(h) of the Treasury Regulations) (“Separation from Service”), the exact date to be determined by the Company in its sole discretion, provided that Executive timely executes and returns the Separation and Release and does not subsequently revoke such execution. For all purposes of Section 409A of the Internal Revenue Code (the “Code”) and the related regulations, Executive’s entitlement to severance pay pursuant to this Agreement shall be treated as an entitlement to a series of separate payments. To the extent permitted under Section 409A of the Code and the Severance Payment constitutes related regulations, any such payments that are excluded from the definition of “nonqualified deferred deferral of compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 71.409A-1(b)(4) of the Treasury Regulations shall not be taken into account in determining the eligibility of the remaining severance payments for exclusion from the definition of “deferral of compensation” pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations. “Cause” shall mean (i) Executive’s continued failure or refusal to substantially perform Executive’s duties hereunder for a period of 10 days following written notice by the Company to Executive of such failure or refusal, (ii) dishonesty in the performance of Executive’s duties hereunder, (iii) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (iv) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder or any act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (v) Executive’s unsatisfactory job performance, or (vi) Executive’s breach of any provision of this agreement, including the attached addendum. Additionally, if Executive becomes physically or mentally incapacitated for a continuous period of 90 days or more, the Company has the right to terminate Executive’s employment without paying severance. For the purposes hereof, the term “physical or mental incapacity” means Executive’s inability to perform the principal duties as contemplated by this agreement.

Severance. In no way limiting the Company’s policy of employment at will: (a) If the Company terminates Employee’s employment with the Company is terminated by the Company without Cause in accordance or by Employee with Section 6(c) Good Reason prior to the expiration Expiration Date (but not in connection with a Change of Control which is subject to Section 5(b)), and provided that all of the Initial Term, following have occurred within 60 days following the Company shall pay Employee a severance payment an amount equal to twelve months termination of Employee’s employment with the Company: (i) Employee first signs and delivers to the Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (the “Release Agreement”), (ii) any revocation right of the Employee under such Release Agreement shall have expired, and (iii) such Release Agreement shall have become effective (the date that all of the conditions set forth in (i), (ii) and (iii) above are met to be referred to as the “Release Date”), Employee shall be entitled to receive: (i) Severance compensation equal to two-thirds of his annual Base Salary as and Target Bonus in effect on for the date year in which the Termination Date occurs, payable in eight monthly installments equal to one-eighth of terminationsuch severance compensation, subject to subsections required withholding, payable at the end of each of the next eight (c8) full calendar months following the first full calendar month following the Release Date; (ii) and (d)Coverage at Company expense under the employee health insurance plan of the Company for period of eight months following the Release Date, or, if less, the maximum time period permitted under COBRA. (b) If during within 3 months before or six months after a Change of Control Employee’s employment with the Term of this Agreement there Company is a CC Terminationterminated (i) by the Company without Cause or (ii) by Employee for any reason, then the Employee will shall be entitled to a receive severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount compensation equal to the greater of (A) two-thirds of the sum of: (i) twelve months of Employee’s his annual Base Salary and Target Bonus in effect on date for the year in which the Termination Date occurs or (B) two-thirds of such CC Termination (or, if greater, the highest sum of his annual Base Salary and Target Bonus in effect during for the three year in which the Termination Date occurs, annualized over the period ending on from the date Termination Date until the Expiration Date, which shall be payable immediately upon such termination. “Change of such CC Termination), and (ii) Control” shall have the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise meaning given to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made term in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement2010 Plan. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If In exchange for the Executive’s waiver of claims against the Company terminates Employeeand its affiliates and the Executive’s employment compliance with the other terms and conditions of this Agreement, (i) the Company without Cause shall continue to pay the Executive’s base salary in accordance with the Company’s normal payroll schedule (which will be no less frequently than one-twelfth of the annual salary amount during each calendar month) for a period of twelve (12) months from the Termination Date in accordance with Sections 5(c) and 18 of the Employment Agreement (i.e., with any amount that is considered deferred compensation subject to Internal Revenue Code Section 6(c409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) prior to not being made until the earlier of (A) the expiration of the Initial Termsix (6)-month period measured from the date of such “separation from service” of the Executive (within the meaning of Code Section 409A), and (B) the date of the Executive’s death, to the extent required under Code Section 409A), (ii) the Company shall pay the premiums for the Executive’s continuation of group health coverage under the Company’s plans under COBRA at the active employee rates and subject to the Executive’s timely election of COBRA beginning on the date of the Executive’s separation from service for the period from the Termination Date through the end of the Consulting Period (as defined below) in accordance with the provisions of Sections 5(c) and 18 of the Employment Agreement (including, for the avoidance of doubt, early termination of such payments as set forth in Section 5(c) of the Employment Agreement) and (iii) notwithstanding anything to the contrary in the Employment Agreement, the Company shall pay Employee a severance payment an amount equal to twelve months the Executive the bonus described in Section 4(c) of Employeethe Employment Agreement, if any and if earned based on achievement of applicable performance goals, in respect of the Company’s Base Salary as in effect on 2016 fiscal year, notwithstanding that the Executive will not be employed with the Company through the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)payment, and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)without any pro-ration. (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with Term is terminated by the Company without Cause in accordance with Section 6(cfor Cause, (i) prior the Company and the Partnership will pay to the expiration of the Initial Term, the Company shall pay Employee a severance payment Executive an aggregate amount equal to twelve months of Employeethe Executive’s Base Salary as in effect on accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares will terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, subject to subsections will expire ninety (c90) and (d)days after the termination date. (b) If during the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive’s accrued and unpaid base salary through the date of such termination; (ii) all unvested options and unvested restricted shares terminate immediately; and (iii) any vested options issued pursuant to the Company’s Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date. (c) If the Term is terminated upon the Executive’s death or Disability, (i) the Company and the Partnership will pay to the Executive’s estate or the Executive, as the case may be, a lump sum payment equal to the Executive’s base salary through the termination date, plus a pro rata portion of the Executive’s bonus for the fiscal year in which the termination occurred; (ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement there Agreement, including, but not limited to, base salary, bonus and welfare benefits; and (iii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter. (d) Subject to Section 5(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive’s death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, (i) the Company and the Partnership shall pay the Executive a CC Terminationlump sum equal to the product of (x) one (1) times the sum of (A) the Executive’s then annual base salary and (B) the amount of the Executive’s bonus for the preceding year, then or in the Employee case of the initial year of the Executive’s employment, the bonus amount will be entitled to $157,500; (ii) all of the Executive’s unvested stock options will immediately vest and such options, along with those previously vested, will become exercisable for a severance payment period of one (1) year thereafter; and (iii) and the Company shall continue in effect the Executive’s health insurance benefits until the earlier of (x) one (1) year from the end of the term or (y) the date on which the Executive obtains health insurance coverage from a subsequent employer. (e) If, within eighteen (18) months following a Change in Control, the Term is terminated by the Executive for Good Reason, or by the Company without Cause, or if the Agreement is not renewed by the Company in accordance with Section 1, in addition to any other rights and other amounts payable to which the Employee Executive may have under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterlaw or otherwise, the highest Base Salary Executive shall receive the same payments and benefits provided for under Section 5(d) hereof; provided, that the amount of the multiplier described in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and clause (d)) of Section 5 hereof shall be increased from one times to one and one-half (1 1/2) times. (cf) Any severance payment payable to Employee If at any time the Term is not extended pursuant to the proviso to Section 1 hereof as a result of the Company giving notice thereunder that it elects to permit the term of this Section 7 (a “Severance Payment”) will Agreement to expire without extension, the Company shall be made in a lump sum within sixty (60) days after deemed to have terminated the date EmployeeExecutive’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementwithout Cause. (dg) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsAs used herein, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.term “Cause” means:

Severance. (a) If Subject to Section 1(b), Annex B and the Company terminates Employee’s other terms and conditions of this letter agreement, in the event that, during the Termination Period, your employment with the Company is terminated without Cause or you resign for Good Reason (any such termination during the Termination Period, a “Qualifying Termination”), in accordance with Section 6(c) addition to any unpaid salary, accrued but unpaid bonus for the year preceding the year of termination, and vested benefits (including, but not limited to, reimbursement for reimbursable business expenses incurred prior to the expiration such termination, unused vacation, and unused sick days) owed to you as of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of such termination, subject to subsections you (cor in the event of your death following a Qualifying Termination, your beneficiary) and (d).shall be entitled to: (bi) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition “Severance Payment”) equal to any other rights 1.0 times the sum of (x) your then annual base salary and other amounts payable (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the Employee under Company plans salary component, in which Employee is substantially equal installments in accordance with the Company’s regular payroll policies over a participantperiod of twelve (12) months following the date of such termination, but without duplication for any amounts due and with respect to Employee pursuant to Section 7(a)) payable the bonus component, in a lump sum in cash in sum; (ii) a monthly payment of an amount equal to the sum of: monthly premiums for continuation coverage under the Company’s group health plans (iin which you and your applicable covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of (x) twelve (12) months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on following the date of such CC Termination)termination, and (iiy) the Employee’s Average Annual Bonus, date you become eligible for group health insurance coverage through a new employer (the “COBRA Payments”) (subject to subsections your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (cif any) at the applicable active employees’ rate and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (bany administrative fee); provided that Employee executes and delivers if such continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the release contemplated Company or any of its affiliates, as reasonably determined by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsthe Company in its sole discretion, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code you and the Severance Payment constitutes “nonqualified deferred compensation” Company will work together to identify an alternative arrangement that is subject provides substantially the same economic benefit as these COBRA Payments without any increase in cost to Section 409A of the CodeCompany; and (b) Notwithstanding anything herein to the contrary, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6or any of its affiliates’) months obligations to pay you the Severance Payment is otherwise payable pursuant to this Agreement. (dPayments, pay you the COBRA Payments, and provide you the Equity Vesting as described in Section 1(a)(iii) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is shall be conditioned upon your execution, delivery, and subject to the Employee’s executing non-revocation of a valid and delivering the general enforceable release of claims in favor of the Company and its affiliates that is substantially in the form attached hereto as Exhibit B by Annex C (the 45th day following the Employee’s separation from service and not revoking the release “Release”) which Release, within the seven (7) 60 days after executing your termination date, has become effective and delivering is no longer subject to revocation under applicable law. Subject to the release. If such forty-five (45) day period plus foregoing and the seven (7) day revocation period spans two calendar yearsprovisions set forth herein, the Severance Payment Payments and COBRA Payments will commence to be paid in to you on the second calendar year. Employee’s right 61st day following your employment termination date, and shall include any Severance Payments and COBRA Payments that were otherwise scheduled to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been be paid to him pursuant to Section 7prior thereto.

Severance. (a) If In the Company event Employer terminates Employee’s employment pursuant to Clause 8(a) for any reason other than for Cause, then, subject to Clause 11 below and Employee’s continued compliance with Clause 16, Employee shall be entitled to receive: (a) if Employee has been in the Company without Cause in accordance with Section 6(cemploy of Employer (whether pursuant to this Agreement or otherwise) prior to the expiration as of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months date of Employee’s Base Salary as in effect on termination (the date “Termination Date”) for an aggregate period of termination, subject to subsections less than ten (c10) and (d).years after the Employment Date: (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve A lump sum severance payment equal to six (6) months of Employee’s Base Salary in effect on date as of such CC the Termination (orDate, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and plus (ii) If Employee and any spouse and/or dependents of the Employee’s Average Annual BonusEmployee (“Family Members”) has coverage on the Termination Date under a Benefit Plan that provides medical, subject dental or vision coverage and Employee is eligible for and validly elects to subsections continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable regulations (creferred to collectively as “COBRA”) for the Employee and (d). (c) Any severance payment payable his Family Members, such continued coverage will be provided to Employee pursuant and his Family Members for a period of up to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months following the Severance Payment Termination Date at a cost to Employee that is otherwise payable no greater than that which would have been incurred by Employee had Employee remained as an employee of Employer. (b) if Employee has been in the employ of Employer (whether pursuant to this Agreement.Agreement or otherwise) for an aggregate period of ten (10) years or more after the Employment Date: (di) A lump sum severance payment equal to twelve (12) months of Employee’s Base Salary in effect as of the Termination Date, plus (ii) If Employee acknowledges and agrees the Severance Payment to which any spouse and/or dependents of the Employee (“Family Members”) has coverage on the Termination Date under a Benefit Plan that provides medical, dental or vision coverage and Employee is entitled eligible for and validly elects to continue coverage under this the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 7 is conditioned upon 4980B(f), as amended, and subject all applicable regulations (referred to collectively as “COBRA”) for the Employee’s executing Employee and delivering the general release his Family Members, such continued coverage will be provided to Employee and his Family Members for a period of claims in the form attached hereto as Exhibit B by the 45th day up to twelve (12) months following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right Termination Date at a cost to the Severance Payment Employee that is further conditioned upon Employee’s continued compliance with Sections 8-11 no greater than that which would have been incurred by Employee had Employee remained as an employee of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Employer.

Severance. Solely in the event of a Qualified Termination (a) If defined below), then, subject to your execution and non-revocation of an effective release of claims in favor of the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior a form substantially similar to the expiration of the Initial Termtemplate release attached hereto as Addendum B, the Company shall pay Employee to you: (i) a severance lump-sum cash payment an amount equal to twelve 24 months of Employee’s Base Salary your then-current base salary, commencing on the sixtieth (60th) day following your separation from service (as defined under Section 409A of the Internal Revenue Code) resulting from a Qualified Termination, provided that the release of claims has become effective; (ii) a lump-sum cash payment equal to 200% of your target bonus for the calendar year prior to the applicable calendar year in which the Qualified Termination occurs, which will be paid at the same time as your base salary and subject to the terms in subsection (i); (iii) provided that you elect COBRA continuation coverage within the time period prescribed pursuant to COBRA for you and your eligible dependents, the Company will pay the premiums you and your eligible dependents to continue healthcare coverage at the rates then in effect on for active employees, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees, until the earliest of (A) a period of 18 months from the date of terminationthe termination of your employment, (B) the date you become employed by a third party and are eligible for coverage under the group benefits plan of such new employer, of which you shall immediately inform the Company in writing; (C) the date upon which you cease to be eligible for coverage under COBRA or other applicable law or policy governing such coverage; (iv) any accrued, but unpaid, base salary for services rendered through the date of the Qualified Termination; (v) a lump sum payment equal to your base salary pay for vacation days accrued, but unused as of the date of the Qualified Termination; (vi) a lump sum payment equal to the amount of any expenses, subject to subsections (c) the Company’s customary reimbursement policy, that have been approved but not yet paid to you as of the date of the Qualified Termination; and (d). (bvii) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump cash lump-sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject Relocation Amount to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made paid in a lump sum within sixty on the sixtieth (6060th) days after the date Employee’s employment is terminated giving rise day following your separation from service due to such Severance Payment pursuant to Section 7(a) or (b); Qualified Termination, provided that Employee executes and delivers the release contemplated by Section 7(d) has become effective. These payments shall be subject to all applicable withholdings for federal, state and such release becomes effective local income taxes, social security, and irrevocableall other customary withholdings and shall be paid in accordance with the Company standard payroll practices. If such sixty (60) day period spans two calendar years, For the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A purposes of the Code Option Agreement and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Codethis offer letter, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employeeapproval of the Company’s executing and delivering Board of Directors, which shall not be unreasonably withheld, if the general release date of claims a Qualified Termination is prior to the first anniversary of your Start Date, then the Company’s Right of Repurchase (as defined in the form attached hereto Option Agreement) shall lapse as Exhibit B to a number of common shares equal to the greater of the 25% Option Number and a number of common shares equaling the quotient resulting from $11,900,000 divided by the 45th day following most recent price at which preferred shares of the Employee’s separation from service and not revoking Company have been sold by the release within Company to a third party as part of a substantial financing or other major transaction (the seven (7) days after executing and delivering “Preferred PPS”). In the release. If such forty-five (45) day period plus event that a Qualified Termination is subsequent to the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in first anniversary of your Start Date but on or prior to the second calendar yearanniversary of your Start Date, then the Company’s Right of Repurchase shall lapse as to a number of shares such that the aggregate total of common shares for which the Company’s Right of Repurchase has lapsed as of such date is 129,022. Employee’s right In the event that a Qualified Termination is subsequent to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 second anniversary of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return your Start Date but on or prior to the Company any portion third anniversary of your Start Date, then the Severance Payment Company’s Right of Repurchase shall lapse as to a number of shares such that the aggregate total of common shares for which the Company’s Right of Repurchase has been paid lapsed as of such date is 193,533. In the event that a Qualified Termination is subsequent to him pursuant the third anniversary of your Start Date but on or prior to Section 7the fourth anniversary of your Start Date, then the Company’s Right of Repurchase shall lapse as to a number of shares such that the aggregate total of common shares for which the Company’s Right of Repurchase has lapsed as of such date is 258,044.

Severance. (a) If the Company terminates Employee’s ▇▇▇▇▇▇'▇ employment with the Company without other than for Cause pursuant to Section 1.3(d), and other than by reason of death or Disability pursuant to Section 3.7, or if ▇▇▇▇▇▇ resigns within ten (10) days following a material diminution in accordance with his title within six (6) months following a Change in Control then subject to ▇▇▇▇▇▇'▇ continuing obligations under Section 6(c) prior to the expiration 2.4 and Section 2.5 and in consideration of the Initial Termexecution, delivery and effectiveness of a general release of claims in a standard form approved by the Company, the Company shall pay Employee to ▇▇▇▇▇▇ a severance payment an amount equal to twelve months lump sum of Employee’s two (2) times ▇▇▇▇▇▇'▇ current Base Salary as in effect on cash within fifteen (15) days after the date of terminationtermination (or, subject to subsections (cif later, upon the effectiveness of the general release following any applicable revocation period) and shall vest one hundred percent (d)100%) of ▇▇▇▇▇▇'▇ then remaining unvested portion of the options granted in accordance with this Agreement, in addition to other amounts payable from qualified plans, nonqualified retirement plans, and deferred compensation plans, which amounts shall be paid in accordance with the terms of such plans. (b) If during ▇▇▇▇▇▇ resigns within ten (10) days following a material diminution in his title by the Term Board of this Agreement there is Directors of the Company, other than in connection with a CC TerminationChange in Control or a termination of his employment for Cause or as a result of death or Disability pursuant to Section 3.7, then subject to ▇▇▇▇▇▇'▇ continuing obligations under Section 2.4 and Section 2.5 and in consideration of the Employee will be entitled execution, delivery and effectiveness of a general release of claims in a standard form approved by the Company, the Company shall vest fifty percent (50%) of ▇▇▇▇▇▇'▇ then remaining unvested portion of the options granted in accordance with this Agreement, and ▇▇▇▇▇▇'▇ entitlement to a severance payment (in addition to any other rights and other amounts payable to from qualified plans, nonqualified retirement plans, and deferred compensation plans shall be determined in accordance with the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date terms of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)plans. (c) Any severance payment payable to Employee pursuant to this Section 7 If the Company terminates ▇▇▇▇▇▇'▇ employment for Cause, or if ▇▇▇▇▇▇ resigns (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment other than pursuant to Section 7(a3.8(b) or (babove); provided that Employee executes , then ▇▇▇▇▇▇ shall only be entitled to be paid his accrued, unpaid Base Salary through the effective date of his termination of employment and delivers his entitlement to other amounts payable from qualified plans, nonqualified retirement plans, and deferred compensation plans shall be determined in accordance with the release contemplated by Section 7(d) and terms of such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementplans. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will No severance benefits shall be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him provided pursuant to Section 73.8(a) or Section 3.8(b) if ▇▇▇▇▇▇'▇ employment is terminated by reason of expiration or non-renewal of this Agreement for any reason.

Severance. (a) If the Company terminates Employee’s employment with Term is terminated by the Company without Cause in accordance with Section 6(cfor Cause, (i) prior the Company and the Partnership will pay to the expiration of the Initial Term, the Company shall pay Employee a severance payment Executive an aggregate amount equal to twelve months of Employee’s Base Salary as in effect on the Executive's accrued and unpaid base salary through the date of such termination; (ii) all unvested options, restricted shares, and POPs will terminate immediately; and (iii) any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, subject to subsections will expire ninety (c90) and (d)days after the termination date. (b) If during the Term is terminated by the Executive other than because of death, Disability or for Good Reason, (i) the Company and the Partnership will pay to the Executive an aggregate amount equal to the Executive's accrued and unpaid base salary through the date of such termination; (ii) all unvested options and restricted shares terminate immediately; (iii) any vested options issued pursuant to the Company's Incentive Plan and held by the Executive at termination, will expire ninety (90) days after the termination date; and (iv) all POPs granted through the date of such termination shall immediately vest and convert, on a one-for-one basis, into common operating partnership units ("Common OP Units") of the Partnership and become free and clear of all contractual restrictions. (c) If the Term is terminated upon the Executive's death or Disability, (i) the Company and the Partnership will pay to the Executive's estate or the Executive, as the case may be, a lump sum payment equal to the Executive's base salary through the termination date, plus a pro rata portion of the Executive's bonus for the fiscal year in which the termination occurred; (ii) the Company will make payments for one (1) year of all compensation otherwise payable to the Executive pursuant to this Agreement there Agreement, including, but not limited to, base salary, bonus and welfare benefits; (iii) all of the Executive's unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; (iv) all of the Executive's unvested restricted stock will immediately vest and all of the restricted stock of the Company held by the Executive shall become free from all contractual restrictions; and (v) all POPs to be granted to Executive on May 1 of 2002, 2003 or 2004 (assuming 165,000 POPs were granted on each date that is a CC Terminationsubsequent to the date of termination) which have not yet been granted by the date of termination shall be immediately granted and vested, then all of the Employee Executive's unvested POPs will immediately vest, and all of the Executive's POPs held at termination (including POPs granted and/or vested pursuant to this Paragraph 6(c)(v)) will be entitled converted, on a one-for-one basis, to Common OP Units of the Partnership and shall become free from all contractual restrictions. (d) Subject to Section 6(e) hereof, if the Term is terminated by the Company without Cause or other than by reason of Executive's death or Disability, in addition to any other remedies available, or if the Executive terminates the Term for Good Reason, (i) the Company and the Partnership shall pay the Executive a severance payment lump sum equal to the product of (x) the sum of (A) the Executive's then annual base salary and (B) the amount of the Executive's bonus for the preceding year, multiplied by (y) the greater of (A) two and one-half (2 1/2) and (B) a fraction, the numerator of which is the number of days remaining in the Term (without further extension) and the denominator of which is 365; (ii) all of the Executive's unvested stock options will immediately vest and such options, along with those previously vested and unexercised, will become exercisable for a period of one (1) year thereafter; (iii) all of the Executive's unvested restricted stock will immediately vest and all of the restricted stock of the Company held by the Executive shall become free from all contractual restrictions; (iv) all POPs to be granted to Executive on May 1 of 2002, 2003 or 2004 (assuming 165,000 POPs were granted on each date that is subsequent to the date of termination) which have not yet been granted by the date of termination shall be immediately granted and vested, all of the Executive's unvested POPs will immediately vest, and all of the Executive's POPs held at termination (including POPs granted and/or vested pursuant to this Paragraph 6(c)(iv)) will be converted, on a one-for-one basis, to Common OP Units of the Partnership and shall become free from all contractual restrictions; and (v) the Company shall also continue in effect the Executive's health benefits noted in Section 4(c) hereof or their equivalent for a period equal to the greater of (X) two and one-half (2 1/2) years or the remaining Term, without further extension or (Y) the date on which the Executive obtains health insurance coverage from a subsequent employer; provided, however, that in the event the Executive remains in the employ of MHR following such termination, his health insurance benefits shall be provided by MHR pursuant to the MHR Agreement rather than pursuant to this Section (6)(d)(v). (e) If, within twenty-four (24) months following a Change in Control, the Term is terminated by the Executive for Good Reason or by the Company without Cause, in addition to any other rights and other amounts payable to which the Employee Executive may have under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greaterlaw or otherwise, the highest Base Salary Executive shall receive the same payments and benefits provided for under Section 6(d) hereof; provided, that the amount of -------- the multiplier described in effect during the clause (d)(i)(y) (A) of Section 6 hereof shall be increased from two and one-half (2 1/2) times to three year period ending on the date of such CC Termination), and one-half (ii3 1/2) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)times. (cf) Any severance payment payable to Employee If at any time the Term is not extended pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant proviso to Section 7(a) or (b); provided 1 hereof as a result of the Company giving notice thereunder that Employee executes and delivers it elects to permit the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsterm of this Agreement to expire without extension, the Severance Payment will Company shall be made in deemed to have terminated the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementExecutive's employment without Cause. (dg) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsAs used herein, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.term "Cause" means:

Severance. (a) If Except as set forth in Section 2(b) below, in the Company terminates Employee’s event that your employment with the Company without Cause is terminated by Cubist for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in accordance with Section 6(c) prior to the expiration of the Initial Term7 below (and your not revoking such release during any applicable revocation period), the Company Cubist shall pay Employee a severance payment you starting sixty (60) days following the date of your employment termination, an amount equal to twelve twenty-four (24) months of Employee’s Base Salary as your then-current base salary, with such payment to be made in effect on twelve (12) equal semi-monthly installments, with the first payment retroactive to the day immediately following the date of termination, subject to subsections (c) and (d)your employment terminated. (b) If In the event that, within twenty-four (24) months after a Change of Control, your employment is terminated either (i) by Cubist for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall make a one-time, lump-sum payment to you equal to twenty-four (24) months of your then current base salary plus Bonus on the sixtieth (60th) day following the termination of your employment. (c) In the event that you become entitled to severance payments under Section 2(a) or 2(b) of this Agreement, subject to (i) your having timely elected continuation coverage under the federal law known as “COBRA”, (ii) your timely payment of the full monthly COBRA premium for each month during the Term period described below and (iii) such continuation coverage not having terminated, for a period of this Agreement there is a CC Termination, then up to twenty-four (24) months beginning on the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to first day of the Employee under Company plans month after the month in which Employee is a participantyour employment terminates or, but without duplication for any amounts due if earlier, until such time as your COBRA coverage terminates, Cubist shall pay to Employee pursuant to Section 7(a)you in each such month, within ten (10) payable in a lump sum in cash in days of the first day of such month, an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date full monthly COBRA premium for such month minus the active employee monthly cost of such CC Termination coverage. Notwithstanding any other provision with respect to the timing of payments under this Section 2, in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder (or“Section 409A”), if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject any amount or benefit to subsections (c) and (d). (c) Any severance payment payable be paid to Employee you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the meaning of, and subject to, Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However409A, if Employee is you are a “specified employee” (as determined by Cubist in its sole discretion and as defined in regulations under Section 409A below) on the date of your termination of employment, any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the first six (6) months following the date of your termination of employment shall not be paid until the date which is the first business day of the Code and seventh month following your termination. For purposes of the Severance Payment constitutes preceding sentence, the term “nonqualified deferred compensationspecified employee” that means an individual who is determined by Cubist to be a specified employee under Treasury regulation Section 1.409A-1(i). Cubist may, but need not, elect in writing, subject to the applicable limitations under Section 409A of the Code, any of the Severance Payment will special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to deemed part of this Agreement. (d) Employee acknowledges and agrees . For purposes of the Severance Payment to which the Employee is entitled Treasury Regulations under Section 409A, each payment described in this Section 7 is conditioned upon and subject shall be treated as a separate payment. For purposes of this Agreement, references to the Employee’s executing and delivering the general release termination of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s employment, separation from service and not revoking the release within the seven similar or correlative terms mean a “separation from service” (7as defined at Section 1.409A-1(h) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that has been paid would be treated as a single “service recipient” with Cubist under Section 1.409A-1(h)(3) of the Treasury Regulations. A termination of employment for Good Reason or by Cubist for any reason other than for Cause under this Agreement is intended to him pursuant to satisfy the meaning of “involuntary separation from service” (as defined in Section 71.409A-1(n) of the Treasury Regulations).

Severance. (a) If the Company terminates EmployeeExecutive has a Separation from Service as a result of Executive’s employment with discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason or as a result of Executive’s death or Permanent Disability, in accordance with Section 6(cany case within eighteen (18) prior to the expiration of the Initial Termmonths following a Change in Control, the Company Executive shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a receive, in lieu of any severance payment benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (in addition to any other rights ii) and other amounts payable to the Employee under Company plans in which Employee is a participantlast sentence of clause (iii) below, but without duplication for any amounts due to Employee pursuant to Section 7(a)) if applicable, will be payable in a lump sum within ten (10) days following the effective date of the Release (as defined below): (i) The Company shall pay to Executive (or his or her estate, if applicable) his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in cash effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive (or his or her estate, if applicable) may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to Section 3(c) and, other than in the case of Executive’s death, Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to the sum of: one hundred percent (i100%) twelve months of Employeemultiplied by Executive’s Base Salary annual base salary as in effect on immediately prior to the date of Executive’s Separation from Service as well as payment of any amount equal to any annual bonus to which Executive would have been entitled to receive as of the date of Executive’s Separation from Service based on the Company’s and/or Executive’s performance through such CC Termination date, to be determined by the Board or the Compensation Committee thereof in good faith in accordance with the terms of the applicable bonus program (for the avoidance of doubt, any bonus or part thereof that relates to goals or objectives covering a full calendar year will not be paid unless Executive’s Separation from Service occurs after the end of such calendar year); (iii) Subject to Section 3(c) and, other than in the case of Executive’s death, Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if greaterearlier, the highest Base Salary in effect during date on which the three year applicable continuation period ending on under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall arrange to provide Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such CC Termination)Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, and (ii) the EmployeeCompany shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s Average Annual Bonushealth benefits are self-funded as of the date of Executive’s Separation from Service, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made or if the Company cannot provide the foregoing benefits in a lump sum within sixty manner that is exempt from or otherwise compliant with applicable law (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsincluding, the Severance Payment will be made in the second calendar year. Howeverwithout limitation, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A 2716 of the CodePublic Health Service Act), instead of providing continued health insurance benefits as set forth above, the Severance Payment will be made on Company shall instead pay to Executive (or his or her estate, if applicable) an amount equal to the monthly premium payment for Executive and/or his or her eligible dependents who were covered under the Company’s first payroll payment health plans as of the date that is more than six of Executive’s Separation from Service (6calculated by reference to the premium as of the date of Separation from Service) months as currently taxable compensation in substantially equal monthly installments over the Severance Payment is otherwise payable pursuant to this Agreement.COBRA Coverage Period (or the remaining portion thereof); (div) Employee acknowledges and agrees the Severance Payment Subject to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims 3(c) and, other than in the form attached hereto as Exhibit B by the 45th day following the Employeecase of Executive’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsdeath, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with Sections 8Section 4, the vesting of each of Executive’s Stock Awards shall be accelerated in full (provided that any Stock Awards that vest upon achievement of any performance-11 based goals or targets shall be accelerated as to the “target” number of shares subject to such Stock Awards) effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and (v) Notwithstanding any other provision of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company any portion or an affiliate of the Severance Payment that has been paid Company to him pursuant to Section 7such individual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. (a) If the Company terminates EmployeeExecutive has a Separation from Service as a result of Executive’s employment with discharge by the Company without Cause in accordance with Section 6(c) prior to the expiration or by reason of the Initial TermExecutive’s resignation for Good Reason, the Company Executive shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment receive the benefits provided below, which, with respect to clause (in addition to any other rights ii) and other amounts payable to the Employee under Company plans in which Employee is a participantlast sentence of clause (iii) below, but without duplication for any amounts due to Employee pursuant to Section 7(a)) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release, but in cash no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s Separation from Service occurs: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to the sum of: one hundred percent (i100%) twelve months of EmployeeExecutive’s Base Salary aggregate annual base salary and target annual cash bonus as in effect on immediately prior to the date of such CC Termination Executive’s Separation from Service; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months following the date of Executive’s Separation from Service (or, if greaterearlier, the highest Base Salary in effect during date on which the three year applicable continuation period ending on under COBRA expires), the Company shall arrange to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance and other benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocableSeparation from Service. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee Company is a “specified employee” as defined in regulations not reasonably able to continue health insurance benefits coverage under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources reasonably acceptable to Executive. If any of the Company’s health benefits are self-funded as of the date that is more than six of Executive’s Separation from Service, instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to eighteen (618) months multiplied by the Severance Payment is otherwise payable monthly premium Executive would be required to pay for continuation coverage pursuant to this Agreement.the COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service); (div) Employee acknowledges Subject to Section 3(c) and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with Sections 8-11 Section 4, the vesting and exercisability of such portion of Executive’s outstanding Stock Awards as would have vested in accordance with the terms of the applicable award agreement during the twelve (12) months following the date of Executive’s Separation from Service shall be accelerated effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and (v) Notwithstanding any other provision of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall reduce any severance benefits payable by the Company any portion or an affiliate of the Company to Executive under the Change in Control Severance Payment that has been paid to him pursuant to Section 7Agreement (as defined below) between Executive and the Company.

Severance. 20.1 Pursuant to the terms of this Clause 20, it is the Company’s intention that you shall be entitled to comparable severance terms to those offered to the Group’s executives based in the United States (“US”) under the Severance Plan. Any defined terms in this Clause that are not defined elsewhere in this Agreement shall have the meanings given to them under the Severance Plan (as may be amended from time to time at ▇▇▇▇▇▇▇’▇ absolute discretion). 20.2 Subject at all times to the remainder of this Clause 20, you will be entitled to receive severance payments as follows: (a) If upon a Qualifying Termination, save for a Change in Control Qualifying Termination, payments in an amount equal to: (i) twelve months’ Base Amount, such sum to be reduced by any Notice Payment paid to you at the Company’s discretion pursuant to Clause 3.4; (ii) twelve months’ Bonus Amount; and (iii) up to twelve months’ premium costs payable by the Company terminates Employeein respect of any Health Care Scheme in which you (and your spouse and dependents, as applicable) participate as at the Qualifying Termination; (together the “Severance Payments”); or (b) upon a Change in Control Qualifying Termination, payments in an amount equal to: (i) twenty-four months’ Base Amount, such sum to be reduced by any Notice Payment paid to you at the Company’s employment discretion pursuant to Clause 3.4; (ii) twenty-four months’ Bonus Amount; and (iii) up to twenty-four months’ premium costs payable by the Company in respect of any Health Care Scheme in which you (and your spouse and dependents, as applicable) participate as at the Change in Control Qualifying Termination; (together the “CIC Severance Payments”, and together with the Severance Payments the “Plan Payments”). For the avoidance of doubt, no Plan Payments will be payable should the Employment be terminated by: (i) the Company without Cause for Cause; or (ii) by you other than for Good Reason. All Plan Payments payable to you pursuant to this Clause 20 shall be payable after the deduction of any taxes and national insurance contributions as appropriate. 20.3 Your entitlement to receive the Plan Payments will be strictly conditional upon: |EU-DOCS\56996824.2|| | 888349-0000|| (a) the Company being fully satisfied that you have complied with your obligations under Clause 21 and your continued compliance with your obligations under Clause 22; and (b) you having entered into a binding settlement agreement within 60 days of the Qualifying Termination or Change in accordance with Section 6(cControl Qualifying Termination (as applicable) prior which includes a general release of all statutory and contractual claims against the Company, any Group Company and any of its or their affiliates or respective shareholders, officers, employees or agents in any jurisdiction in a form acceptable to the expiration Company (the “Settlement Agreement”). For the avoidance of doubt, no Plan Payments will be payable should you to fail to fully comply with (a) and (b), or in the Initial Termevent you enter into the Settlement Agreement and then subsequently purport to revoke the release of claims. Should the Plan Payments already have been paid to you in such circumstances, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment demand immediate repayment of said Plan Payments. 20.4 Subject at all times to Clause 20.3: (in addition to a) any other rights and other amounts sums payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(aClauses 20.2(a)(i), 20.2(a)(ii), 20.2(b)(i) payable in a lump sum in cash in an amount equal and/or 20.2(b)(ii) shall be made to you within 60 days of the sum later of: (i) twelve months of Employee’s Base Salary the Qualifying Termination or Change in effect on date of such CC Control Qualifying Termination (oras applicable); and (ii) receipt by the Company of the Settlement Agreement, if greater, duly signed by you and your adviser; (b) any sums payable pursuant to Clauses 20.2(a)(iii) shall be paid to you on a monthly basis for the highest Base Salary in effect during the three year period ending on the date shorter of such CC Termination)(i) twelve months, and (ii) the Employee’s Average Annual Bonus, subject you being eligible to subsections (c) and (d).participate in a substantially comparable Health Care Scheme with an alternative employer; and (c) Any severance payment any sums payable to Employee pursuant to this Section 7 Clauses 20.2(b)(iii) shall be paid to you on a monthly basis for the shorter of (a “Severance Payment”i) will be made twenty-four months, and (ii) you being eligible to participate in a lump sum within sixty substantially comparable Health Care Scheme with an alternative employer. 20.5 In addition to the Plan Payments, and at all times subject to the terms of the applicable equity plan, upon a Change in Control Qualifying Termination: (60a) days after all unvested time-based equity or equity-based awards under any ▇▇▇▇▇▇▇ equity compensation plan held by you shall immediately become 100% vested as at the Change in Control Qualifying Termination; and (b) the post-termination exercise period of any stock options outstanding under any ▇▇▇▇▇▇▇ equity compensation plan as at the Change in Control Qualifying Termination shall be extended until the second anniversary of the date Employee’s employment is terminated giving rise to of such Severance Payment pursuant to Section 7(a) Change in Control Qualifying Termination (or (bthe expiration date, if earlier); provided that, any such awards that Employee executes and delivers are subject to performance-based vesting conditions shall only be payable subject to the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A attainment of the Code and performance measures for the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A applicable performance period as provided under the terms of the Code, applicable award agreement. 20.6 You hereby acknowledge and agree that the Severance Payment will terms of this Clause 20 may be made on amended at the Company’s first payroll payment date that is more than six (6absolute discretion at any time on written notice to you to reflect any amendment(s) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right ▇▇▇▇▇▇▇ ▇▇▇ make to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 Plan at any time in the future that affect Tier 1 Participants, for the purposes of ensuring that your entitlement to Plan Payments under this Agreement. If Employee breaches any of his obligations Clause 20 remains comparable in Sections 8-11 of this Agreement, he will immediately return all material respects to the Company any portion entitlement of Tier 1 Participants under the Severance Payment that has been paid to him pursuant to Section 7.Plan. |EU-DOCS\56996824.2|| | 888349-0000||

Severance. (a) If Employee has a separation from service (a “Separation from Service”) within the Company terminates meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of Employee’s employment with discharge by the Company without Cause (as defined below in accordance with Section 6(c1(e)) prior within twelve (12) months following the Effective Date, Employee shall be entitled to the expiration receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Initial TermCompany, the benefits provided below, which will be payable in a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)): (i) The Company shall pay to Employee a his fully earned but unpaid base salary, when due, through the date of Employee’s Separation from Service at the rate then in effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Employee may be entitled pursuant to the terms of such plans or agreements at the time of Employee’s Separation from Service (the “Accrued Obligations”); and (ii) Subject to Section 1(c) and Employee’s continued compliance with Section 3, Employee shall be entitled to receive severance payment pay in an amount equal to twelve months (12) months’ of Employee’s Base Salary base salary, as in effect on immediately prior to the date of terminationEmployee’s Separation from Service, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to within ten (10) days following the sum of: (i) twelve months effective date of Employee’s Base Salary Release (as defined below in effect on date Section 1(c)); provided, however, that, in the event that the timing of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date delivery of such CC Termination), and (ii) the Employee’s Average Annual BonusRelease could cause such amounts to be payable in one or another taxable year, subject to subsections (c) and (d). (c) Any severance payment then such amounts shall not be payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after until the date first business day of the taxable year following Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this AgreementSeparation from Service. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. A. If the Employer terminates the Executive’s employment under this Agreement for any reason other than for Cause pursuant to Section 6C, (including for clarity, as a result of the Employer electing not to renew this Agreement for an additional one-year term under Section 2), or if the Executive resigns and terminates this Agreement for Good Reason as provided in Section 8 (each a “Qualifying Termination”), the Employer shall pay to the Executive that portion of his Base Salary and Target Bonus which has been earned up to the date of such termination, in addition to Other Benefits through the date of such termination and the reimbursement of any expenses as provided in Section 5. For the purposes of clarity, the Executive shall have no right to the benefits provided under Section 9 in the event of termination under Sections 6.A. or 6.B. – neither of which constitute a Qualifying Termination under this Agreement. B. In connection with a Qualifying Termination that occurs at any time other than in connection with or within the twelve (12) month period following the effective date of a Change in Control Event, and provided Executive timely signs and does not revoke as may be permitted by law a general release of claims in a form similar to that attached as Exhibit C (the “Release”) in accordance with the terms of Section 9.D. and remains in compliance with Section 12 below with respect to non-competition, the Employer shall, commencing on the first payroll date following sixty (60) days from the effective date of the Executive’s Qualifying Termination (i) pay to the Executive on a semi-monthly basis, a Severance equal to (a) the Base Salary for the term of the Non-Competition Period; and (b) the pro rata Target Bonus based on the term of the Non-Competition Period calculated in reference to the calendar year of the Executive’s Qualifying Termination (ii) the Board may, in its sole discretion, elect to accelerate the vesting of any outstanding, unvested stock options and other equity awards granted to Executive pursuant to Section 4.C. above; and (iii) subject to Executive’s timely election of continuation coverage under COBRA, the Employer shall reimburse the Executive the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for the term of the Non-Competition Period, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the Company terminates Employee’s employment reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Company without Cause Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Employer paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. All reimbursements of COBRA premiums under this Section 9.B. will be paid automatically on a monthly basis in compliance with any applicable requirements of Section 409A of the Code. C. In connection with a Qualifying Termination that occurs in connection with or within the twelve (12) month period following the effective date of a Change in Control Event, and provided Executive timely signs and does not revoke the Release in accordance with the terms of Section 6(c9.D., the Employer shall, commencing on the sixtieth (60th) prior to day following the expiration effective date of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of EmployeeExecutive’s Base Salary as in effect on the date of termination, subject to subsections Qualifying Termination (ci) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in make a lump sum in cash payment to the Executive in an amount equal to two (2) times the sum of: (i) twelve months of Employee’s the Base Salary in effect on date and the Target Bonus relating to the calendar year of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Executive’s Qualifying Termination), and ; (ii) fully vest all of the Employee’s Average Annual Bonus, subject stock options and other equity awards (if any) granted to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment Executive pursuant to Section 7(a4.C. above (with all performance vesting awards being deemed achieved at target); and (iii) subject to Executive’s timely election of continuation coverage under COBRA, reimburse the Executive the monthly premium payable to continue his and his eligible dependents’ participation in the Employer’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Employer shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or (b); provided that Employee executes and delivers Section 105(h) of the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsCode, the Severance Payment Employer paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. All reimbursements of COBRA premiums provided under this Section 9.C. will be made paid automatically on a monthly basis in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A compliance with any applicable requirements of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. Upon termination of Executive's employment for any reason, Executive shall receive payment of (ai) If the Company terminates Employee’s employment with the Company without Cause Executive's Base Salary, as then in accordance with Section 6(c) prior to the expiration of the Initial Termeffect, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on through the date of termination, subject to subsections termination of employment (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination"TERMINATION DATE"), and (ii) all accrued vacation, expense reimbursements and any other benefits (other than severance benefits, except as provided below) due to Executive through the Employee’s Average Annual BonusTermination Date in accordance with established Company plans and policies or applicable law (the "ACCRUED OBLIGATIONS"). In addition, subject to subsections (c) and (d).the following shall apply: (ca) Any severance payment payable TERMINATION BY COMPANY OTHER THAN FOR CAUSE, BY EXECUTIVE FOR GOOD REASON, DUE TO DEATH OR DISABILITY, OR UPON EXPIRATION. If Executive's employment with the Company is terminated by the Company for any reason other than Cause, by Executive for Good Reason, due to Employee pursuant to this Section 7 (a “Severance Payment”) Executive's death or disability, or if the Employment Term is not renewed for reasons other than those that would otherwise constitute for Cause or Good Reason, then Executive will be made entitled to: (i) a lump-sum amount equal to Executive's Base Salary, as then in effect, for a lump sum within sixty period of twelve (6012) days after months following the date Employee’s employment is terminated giving rise Termination Date (the "SEVERANCE PERIOD"), payable in four (4) equal installments, the first installment to such Severance Payment pursuant be paid immediately upon the Termination Date, and the second, third and fourth installments to Section 7(a) or be paid at the end of each successive ninety (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (6090) day period spans two calendar yearsfollowing the Termination Date; (ii) a lump-sum amount equal to the Annual Bonus to which Executive would be entitled for the then-current Fiscal Year (determined in accordance with the methodology set forth in Section 3(b) of the Agreement and utilizing, for purposes of the component described in Section 3(b)(i) of the Agreement, an Operating Income amount derived by annualizing the financial results for the then-current Fiscal Year up to the Termination Date), payable in four (4) equal installments, the Severance Payment will first installment to be made in paid immediately upon the second calendar year. HoweverTermination Date, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject second, third and fourth installments to Section 409A be paid at the end of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six each successive ninety (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (4590) day period plus following the seven Termination Date; (7iii) day revocation period spans two calendar yearscontinued payment by the Company of the group medical, dental and vision continuation coverage premiums for Executive and Executive's eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA") under the Company's group health plans, as then in effect, until the earlier of (A) the date Executive first becomes eligible for coverage under a subsequent employer's group health plan, (B) the date such coverage terminates under applicable law or (C) twelve (12) months after the Termination Date (subsections (i)-(iii) of this paragraph collectively, "SEVERANCE"); (iv) immediate full vesting on the Termination Date in that portion of Executive's stock options, restricted stock and other similar rights that would have vested during the Severance Payment will be paid in Period; and (v) the second calendar year. Employee’s right to exercise the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any vested portion of Executive's outstanding options until the Severance Payment that has been paid to him pursuant to Section 7earlier of (A) one (1) year from the Termination Date, or (B) the end of the term of any applicable option.

Severance. (a) If 3.1.1 Subject to and conditional upon the Company terminates Employee’s employment Executive's compliance with the Company without Cause in accordance with Section 6(c) prior to the expiration terms and warranties of the Initial Term, this Agreement the Company shall pay Employee (without any admission of liability) (provided that the Executive has also returned to the Company a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term copy of this Agreement there is signed by him with a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated completed certificate signed by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims his independent legal adviser in the form attached hereto as Exhibit B Schedule 1): (a) within 28 days of the Termination Date or the date on which the Company receives the Reaffirmation of Waiver and Release of Claims and related confirmation of advice certificate in accordance with Schedule 2, if later, pay to the Executive the sum of £150,000 as compensation for the loss of the Executive's employment, including loss of office, and damages for breach of contract, less such sums as the Company is obliged by law to deduct by way of tax and employee's National Insurance (the "Severance Payment"); (b) if the Executive elects to terminate the Garden Leave Period at any time prior to 31 March 2022, pay to the Executive his basic salary in lieu of the balance of the Executive's contractual notice period from the end of the Garden Leave Period to 31 March 2022, less such sums as the Company is obliged by law to deduct by way of tax and employee's National Insurance ("the Notice Payment"); and (c) for fiscal year 2020, no later than 30 April 2021, pay the Executive his annual bonus according to the agreement and approvals of the Short Term Incentive plan by the 45th day following compensation committee and the Employee’s separation from service Board of the Company, less such sums as the Company is obliged by law to deduct by way of tax and not revoking employee's National Insurance (the release within "Bonus Payment"). It is anticipated that the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Bonus Payment will be paid in at 15% of target bonus (equating to £29,700) based on his leadership objectives, unless it is otherwise collectively determined by the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion Company's compensation committee that all members of the Severance Payment that has been paid to him pursuant to Section 7Executive Leadership Team should receive another amount. Any other components will be calculated consistently with those for other members of the Executive Leadership Team. For the avoidance of doubt the Executive will not be eligible for a bonus for the fiscal year 2021 together the "Consideration".

Severance. (a) If the Company terminates EmployeeExecutive has a Separation from Service as a result of Executive’s employment with discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in accordance with Section 6(ceither case within eighteen (18) prior to the expiration of the Initial Termmonths following a Change in Control, the Company Executive shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a receive, in lieu of any severance payment benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (in addition to any other rights ii) and other amounts payable to the Employee under Company plans in which Employee is a participantlast sentence of clause (iii) below, but without duplication for any amounts due to Employee pursuant to Section 7(a)) if applicable, will be payable in a lump sum on the date that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in cash effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to the sum of: one hundred and sixty percent (i160%) twelve months of Employeemultiplied by Executive’s Base Salary annual base salary as in effect on immediately prior to the date of such CC Termination Executive’s Separation from Service; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if greaterearlier, the highest Base Salary in effect during date on which the three year applicable continuation period ending on under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall arrange to provide Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such CC Termination)Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plans, and (ii) the EmployeeCompany shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s Average Annual Bonushealth benefits are self-funded as of the date of Executive’s Separation from Service, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made or if the Company cannot provide the foregoing benefits in a lump sum within sixty manner that is exempt from or otherwise compliant with applicable law (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsincluding, the Severance Payment will be made in the second calendar year. Howeverwithout limitation, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A 2716 of the CodePublic Health Service Act), instead of providing continued health insurance benefits as set forth above, the Severance Payment will be made on Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his eligible dependents who were covered under the Company’s first payroll payment health plans as of the date that is more than six of Executive’s Separation from Service (6calculated by reference to the premium as of the date of Separation from Service) months as currently taxable compensation in substantially equal monthly installments over the Severance Payment is otherwise payable pursuant to this Agreement.COBRA Coverage Period (or the remaining portion thereof); (div) Employee acknowledges Subject to Section 3(c) and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with Sections 8-11 Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated in full effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and (v) Notwithstanding any other provision of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company any portion or an affiliate of the Severance Payment that has been paid Company to him pursuant to Section 7such individual under any other policy, plan, program, agreement or arrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. (a) If the Company or a successor corporation terminates EmployeeExecutive’s employment with the Company without for any reason other than Cause in accordance with Section 6(c(as defined below) and such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive: (i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions; (ii) an additional lump sum equal to fifty percent (50%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and (iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the six (6) month period following the termination of Executive’s employment, (ii) the expiration of the Initial TermExecutive’s continuation coverage under COBRA, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on or (iii) the date of termination, subject to subsections (c) and (d)when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (b) If during the Term of this Agreement there is Company or a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication successor corporation terminates Executive’s employment for any amounts due to Employee pursuant to Section 7(a)reason other than Cause (as defined below) payable in a lump sum in cash in an amount equal to the sum of: or if Executive resigns for Good Reason (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (cas defined below) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum either such event takes place within sixty (60) days after prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive: (i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions; (ii) an additional lump sum equal to fifty percent (50%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; (iii) an additional lump sum equal to fifty percent (50%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and (iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the six (6) month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date Employee’s when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is terminated giving rise entitled to such Severance Payment pursuant under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than any required six (6) months the Severance Payment is otherwise payable month delay pursuant to this AgreementSection 13, Severance payments, other than reimbursements of COBRA premiums, shall be made by Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment. (d) Employee acknowledges In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and agrees either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Severance Payment Company’s right of repurchase shall lapse entirely with respect to which restricted stock grants from the Employee is entitled under Company to Executive, and the vesting of all Executive’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term. (e) For purposes of this Section 7 is conditioned upon and subject 6, “Cause” means (i) any act of personal dishonesty taken by Executive in connection with Executive’s employment responsibilities, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearslawful, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion reasonable instructions of the Severance Payment that has been paid Chief Executive Officer, or (v) substantial violations of employment or fiduciary duties, responsibilities or obligations to him pursuant to Section 7Company.

Severance. (ai) If In the Company terminates event (A) Purchaser does not provide, or cause one of its Affiliates to provide, an offer of employment to any individual set forth on Section 8.4(d)(i) of the Seller Disclosure Schedules (any such employee, to the extent such employee remains employed by a Seller or any Affiliate thereof through the Closing, a “Non-Offer Employee’s ”), and (B) the Non-Offer Employee is terminated by a Seller or an Affiliate of a Seller at any time on or following the Closing Date but prior to the date that is 30 days following the Closing Date (such period, the “Non-Offer Severance Period”) (other than for circumstances constituting “cause”) and severance amounts are actually paid by a Seller (or an Affiliate thereof) in connection with such termination of employment, the amount of such severance payments shall constitute “Non-Offer Severance Amount” for purposes of this Agreement, provided that such amount does not exceed the severance amount with respect to each such Non-Offer Employee, in each case calculated using the methodology specified on Section 8.4(b)(i) of the Seller Disclosure Schedules. At any time prior to Closing, Purchaser shall have the right, in its sole discretion (and upon written notice to Parent), to remove one or more Non-Offer Employees (and the corresponding Non-Offer Severance Amount) from Section 8.4(d)(i) of the Seller Disclosure Schedules and add such Non-Offer Employee to Section 8.4(a) of the Seller Disclosure Schedules (and, upon adding such Non-Offer Employee to Section 8.4(a) of the Seller Disclosure Schedules, such Non-Offer Employee will become an Offer Employee, subject in all respects to the terms of Section 8.4(a)). The Seller Disclosure Schedules shall be updated by Purchaser for additions and removals by Purchaser to pursuant to the terms of Section 8.4(b) and this Section 8.4(d)(i). (ii) In the event that an Offer Employee does not accept an offer of employment with the Company without Cause made in accordance with Section 6(c8.4(a), which results in payment of any severance (“Rejected Offer Severance Costs”) prior or any other benefits (including such benefits required under applicable Laws) to the expiration of the Initial Termsuch Offer Employee or any additional Liability in connection therewith, the Company Sellers shall pay Employee a severance payment an amount equal bear, or shall cause their Affiliates to twelve months of Employee’s Base Salary as in effect on bear, the date of termination, subject to subsections (c) expense and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights responsibility for all such Rejected Offer Severance Costs and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: benefits (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Terminationany), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)which shall be Retained Liabilities. (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If In connection with the Company terminates termination of Employee’s employment with upon the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermTermination Date or, the Company shall pay Employee if earlier, as a severance payment an amount equal to twelve months result of Employee’s Base Salary Involuntary Termination (as defined in effect on the date of terminationEmployment Agreement), and subject to subsections Employee’s continued compliance with Section 3 and Employee’s execution and non-revocation of the Release (c) and (das defined below). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will shall be entitled to a receive, in lieu of any severance payment (in addition benefits to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participantmay otherwise be entitled under any plan or program of the Company or any agreement providing for severance or termination payments or benefits (including the Employment Agreement), but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: benefits provided below: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any A cash severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will in the amount of $167,375, which shall be made paid in a lump sum within sixty five (605) days after following the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release Release becomes effective and irrevocable. If such sixty ; (60ii) day period spans two calendar years, the Severance Payment will be made A cash severance payment in the second calendar year. Howeveramount of $264,875, if Employee is which shall be paid in a “specified employee” lump sum on the earlier of (A) the date on which a Change in Control (as defined in regulations the Employment Agreement) occurs, (B) the filing of any Petition For Relief in a Bankruptcy Court or Under the Bankruptcy Laws, including any Petition or request seeking a reorganization and/or liquidation under the Bankruptcy laws, or the filing of any Petition seeking relief from creditors, or (C) December 31, 2017; (iii) Full acceleration of the vesting of all equity awards held by Employee on the Termination Date, including any options, restricted stock, restricted stock units or other awards and such Employee shall have the ability to exercise her stock options until December 31, 2016; and (iv) Reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Termination Date pursuant to the terms of COBRA or other applicable law through the earliest to occur of (A) six (6) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the Termination Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” or that is subject to otherwise compliant with applicable law (including, without limitation, Section 409A 2716 of the CodePublic Health Service Act), instead of providing the reimbursements as set forth in the immediately preceding sentence, the Severance Payment will be made on Company shall instead pay to Employee the Company’s first payroll foregoing monthly amount as a taxable monthly payment date that is more than six for the COBRA Coverage Period (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) or any remaining portion thereof). Employee acknowledges that the foregoing cash payments and agrees benefits will represent full satisfaction of the Severance Payment amounts payable to which her under the Employment Agreement and any other plan, program, policy or agreement providing for severance or termination payments or benefits. In the event of Employee’s termination of employment prior to May 31, 2016 for any reason other than an Involuntary Termination, Employee is shall not be entitled under to receive any of the benefits described in this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release2(d). If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment The benefits set forth hereinabove will be paid in the second calendar year. regardless of how any press release or public document or filing characterizes Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7termination or separation from employment.

Severance. (a) If the Company terminates Employeethe Executive’s employment at any time without Cause, or the Executive terminates employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial Termfor Good Reason, the Company Executive shall pay Employee a severance payment receive (i) an amount equal to twelve months of Employeethe Executive’s then current Base Salary as for twelve (12) months (the “Severance Period”), less all applicable Withholding, paid in effect accordance with the Company’s standard payroll practices (subject to the provisions of this Section 4(k)); (ii) if elected by the Executive in accordance with the election procedures in place at the time of termination, the Company shall, during the Severance Period, reimburse the Executive for continuation premiums under COBRA (or similar applicable law) for the Executive and the Executive’s covered qualified dependents; and (iii) if the effective date for such termination of employment is on or after July 1st during any calendar year, a cash payment equal to (A) the cash bonus paid to Executive pursuant to Section 3(b) for the calendar year prior to the date of termination, subject to subsections multiplied by (cB) a fraction, the numerator of ​ which is the number of days during such calendar year that the Executive was employed by the Company, and the denominator of which is three hundred and sixty-five (d365) ((i). , (b) If during ii)and (iii), together, the Term “Severance Benefits”). No payments of this Agreement there is a CC Termination, then the Employee Severance Benefits will be entitled to a severance payment (in addition to any other rights and other amounts payable made prior to the Employee under Company plans sixtieth (60th) day following the Executive’s Separation from Service (as defined in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable ). Subject to Section 7(b), on the 60th day following the Executive’s Separation from Service, the Company will pay the Executive in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect payments that the Executive would have received on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise or prior to such Severance Payment pursuant to Section 7(a) or date under the original schedule but for the delay while waiting for the sixtieth (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (6060th) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under compliance with Section 409A and the effectiveness of the Code and Release, with the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A balance of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto payments being paid as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the releaseoriginally scheduled. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.​

Severance. (a) If Subject to Section 1(b), Annex B and the Company terminates Employee’s other terms and conditions of this letter agreement, in the event that, during the Termination Period, your employment with the Company is terminated without Cause or you resign for Good Reason (any such termination during the Termination Period, a “Qualifying Termination”), in addition to any unpaid salary, accrued but unpaid bonus for the year preceding the year of termination, and vested benefits (including, but not limited to, reimbursement for reimbursable business expenses incurred prior to such termination, unused vacation, and unused sick days) owed to you as of the date of such termination, you (or in the event of your death following a Qualifying Termination, your beneficiary) shall be entitled to: (i) a severance payment (“Severance Payment”) equal to: (A) in the case of a Qualifying Termination during Protection Period One, 1.5 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of eighteen (18) months following the date of such termination, and with respect to the bonus component, in a lump sum; or 2750/70442-001 CURRENT/81215729v7 2750/70442-001 CURRENT/81215729v8 (B) in the case of a Qualifying Termination during Protection Period Two, 1.0 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of twelve (12) months following the date of such termination (such twelve (12) month period with respect to Protection Period Two and the eighteen (18) month period described in Section 6(c1(a)(i)(A) with respect to Protection Period One, each a “Severance Period”), and with respect to the bonus component, in a lump sum; (ii) a monthly payment of an amount equal to the monthly premiums for continuation coverage under the Company’s group health plans (in which you and your applicable covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of (x) the expiration of the Initial Termapplicable Severance Period and (y) the date you become eligible for group health insurance coverage through a new employer (the “COBRA Payments”) (subject to your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (if any) at the applicable active employees’ rate and any administrative fee); provided that if such continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the Company shall pay Employee or any of its affiliates, as reasonably determined by the Company in its sole discretion, you and the Company will work together to identify an alternative arrangement that provides substantially the same economic benefit as these COBRA Payments without any increase in cost to the Company; and (iii) vesting of each outstanding equity award granted to you by the Company that is listed in Annex C (“Equity Awards”), to the extent provided below (“Equity Vesting”): (A) except with respect to Equity Awards that are shares of restricted stock of the Company, for your unvested Equity Awards that have no performance requirements (“Time-Vested Awards”) and for your unvested Equity Awards that have performance requirements and/or milestones (“Performance-Vested Awards”) for which the performance requirements and/or milestones were satisfied as of the date of your Qualifying Termination, continued vesting during the applicable Severance Period (twelve or eighteen months, as the case may be under Section 1(a)(i)); 2750/70442-001 CURRENT/81215729v8 (B) with respect to Equity Awards that are shares of restricted stock of the Company for which performance requirements and/or milestones were satisfied or no performance requirements or milestones were required as of your Qualifying Termination, accelerated vesting of the portion of the shares of restricted stock that would have otherwise vested during the applicable Severance Period had you not had a severance payment an amount equal Qualifying Termination and had you continued to twelve be employed by the Company during the applicable Severance Period; (C) for your Performance-Vested Awards for which the performance requirements and/or milestones were not satisfied as of the date of your Qualifying Termination (other than the September 2016 performance-based restricted stock award subject to a performance milestone based on achievement of a specified quarterly revenue run rate target through June 30, 2018 (the “September 2016 RSA”), accelerated vesting of the portion of the Performance-Vested Awards that vest within six (6) months following your Qualifying Termination based on the actual achievement of Employee’s Base Salary as in effect the applicable performance requirements and/or milestones and without regard to any further time-based vesting requirement; and (D) for your September 2016 RSA, accelerated vesting of that award on the date of terminationthe actual achievement of the performance milestone by June 30, subject 2018 and without regard to subsections (c) any further time-based vesting requirement. Equity Awards that are not vested by the dates set forth above shall be forfeited and (d)cancelled in their entirety on such applicable dates. (b) If Notwithstanding anything herein to the contrary, the Company’s (or any of its affiliates’) obligations to pay you the Severance Payments, pay you the COBRA Payments, and provide you the Equity Vesting as described in Section 1(a)(iii) shall be conditioned upon your execution, delivery, and non-revocation of a valid and enforceable release of claims in favor of the Company and its affiliates that is substantially in the form attached hereto as Annex D (the “Release”) which Release, within 60 days after your termination date, has become effective and is no longer subject to revocation under applicable law. Subject to the foregoing and the provisions set forth herein, the Severance Payments and COBRA Payments will commence to be paid to you on the 61st day following your employment termination date, and shall include any Severance Payments and COBRA Payments that were otherwise scheduled to be paid prior thereto. Subject to the foregoing and the provisions set forth herein, vesting and forfeiture of Equity Awards shall be suspended during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar yearsfollowing the date of your Qualifying Termination (“Suspension Period”), and such Equity Awards shall vest only (including those scheduled to vest during the Severance Payment will be made Suspension Period) at the end of and following the Suspension Period in accordance with Section 1(a)(iii) if you timely execute and do not revoke the second calendar yearRelease during the Suspension Period. However2750/70442-001 CURRENT/81215729v8 (c) Notwithstanding anything herein to the contrary, a Qualifying Termination shall occur only if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made such termination occurs on or following the Company’s first payroll payment hiring of a new Chief Executive Officer of the Company who is not currently employed by the Company (“New CEO”) or if such termination is in connection with, or otherwise related to the hiring of a New CEO. Any termination that occurs as a result of any action by the Company’s current Chief Executive Officer shall not be a Qualifying Termination under this letter agreement. Notwithstanding anything in this Section 1 to the contrary, in the event your employment is terminated by the Company without Cause or by you for Good Reason on or after the execution date that of this letter agreement but before the Commencement Date, and your termination follows, is more than six (6) months in connection with, or is otherwise related to, the hiring of a New CEO, you shall be deemed for purposes of this letter agreement to have had a Qualifying Termination on the Commencement Date and therefore entitled to the Severance Payment is otherwise payable pursuant Payments, COBRA Payments, and Equity Vesting under Section 1 (in addition to this Agreement. (d) Employee acknowledges and agrees any salary or bonus earned, health benefits provided, or Equity Award vesting from the Severance Payment date of your actual termination of employment to which the Employee is entitled under this Section 7 is conditioned upon and Commencement Date), subject to the Employee’s executing terms and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7conditions set forth therein.

Severance. (a) If Subject to the limitations set forth in Section 13, if the Employee's employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company terminates Employee’s employment or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under employee benefit plans, programs and arrangements of the Company, the Subsidiary and their Affiliates, in accordance with the Company without Cause terms and provisions of such plans, programs and arrangements, (i) the Employee shall be entitled to severance compensation for the Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 6(c4(a) hereof; (ii) as additional severance compensation following any such termination, the Employee shall be entitled to the bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of his rate of annual base salary in effect for the year of termination; (iii) the Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled to medical and dental benefits as provided immediately prior to the expiration date of termination which shall continue for the Severance Period (which benefits shall be terminated sooner to the extent provided by another employer and shall be subject to coordination with Medicare payments in accordance with the terms of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections applicable benefit plan); (civ) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will shall be entitled to a severance payment (receive, during the Severance Period, the benefits described in addition to any other Section 4(d) hereof and the automobile and club membership rights and other amounts payable to the Employee under Company plans perquisites described in which Employee is a participantSection 4(e) hereof, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (orPROVIDED, HOWEVER, if greater, the highest Base Salary in effect during the three year period ending on the date of any such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.benefit is

Severance. Notwithstanding any other provision of this Agreement: (aA) If the Company terminates Employee’s 's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause in accordance with Cause) or Section 6(c4(d) prior (by the Employee for Good Reason) (other than a Termination upon Retirement) during the Designated Term, then the Company shall, upon delivery to the expiration Company of a release of any claims of the Initial Term, Employee against the Company shall and its stockholders, directors, officers, employees, agents or other affiliates arising out of his employment relationship (other than claims to any compensation or benefits payable under or to be provided pursuant to this Section 5, or any rights of the Employee under Sections 6 or 7 hereof) executed by the Employee and reasonably satisfactory in form and substance to the Company (a "Severance Release"), --------- ------- continue to pay and provide to the Employee a severance payment an amount equal (A) the compensation payable to twelve months of Employee’s Base Salary as him pursuant to Section 3(a) hereof, and (B) the benefits provided to him pursuant to Section 3(c) hereof (the compensation and benefits described in effect on the date of termination, subject to subsections clauses (cA) and (dB). , together, such Employee's "Base Severance Compensation"), and, unless --------------------------- such Termination of Employment was a Termination for Under-Performance, (bC) If during any bonus accrued or earned by the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)the Bonus Plan and attributable to the Employee's performance for the portion of the year prior to his Termination of Employment, on a one-time only basis payable at the time of payment of bonuses to other executive employees under the Bonus Plan, and (D) payable in a lump sum in cash in for each year, 50% of an amount equal to the sum of: compensation payable to the Employee pursuant to Section 3(a), multiplied by a fraction, the numerator of which equals the aggregate bonus actually payable with respect to the preceding year to the Company's other executive employees in the same bonus pay-out range as the Employee was in prior to his Termination of Employment, and the denominator of which equals the aggregate salary of such other executive employees for such preceding year (the compensation described in clauses (C) and (D) together, such Employee's "Variable Severance Compensation") for a period ------------------------------- (the "Initial Severance Period") equal to the longer of (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A remainder of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code------- --------- ------ Designated Term, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.and

Severance. (a) If (i) the Company terminates Employee’s the employment of the Executive against his will and without Cause (including by giving notice of termination of the Agreement pursuant to Section 7), or (ii) the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive salary, Incentive Compensation and vacation accrued through the Termination Date, plus the following: (i) a cash lump sum in an amount equal to the greater of the Executive's base salary for the remainder of the Initial Term or two years of Executive's base salary in effect on the Termination Date; (ii) a cash lump sum equal to the maximum amount of the Incentive Compensation which Executive could earn for the fiscal year in which the Termination Date occurs (the “Maximum Incentive Compensation”); and (iii) full vesting of all outstanding stock options and restricted stock held by Executive. The Company shall make the termination payment required hereunder within thirty (30) days of the Termination Date; provided, however, if such thirty (30) day period begins in one calendar year and ends in another calendar year, the Executive will not have the right to designate the calendar year of payment. In addition, the Company and the Executive agree that, upon such termination and for a period of two (2) years following the Termination Date, (i)Executive will make himself available for an average of 20 hours per week in order to consult with the Company without Cause in such manner and on such matters as the Company shall reasonably request, (ii) Executive will make himself available to serve on the Board of Directors of the Company, and (iii) in consideration for the Executives agreement to perform such services, the Company will (A) pay the Executive an annual amount equal to 40% of his base salary in effect on the Termination Date, payable in regular installments in accordance with Section 6(cthe Company's standard payroll practices, and (B) prior include the Executive in the Company's Family medical, dental and vision insurance plans, or, if the Executive's inclusion in such plans is not permitted, provide substantially the same benefits to the expiration of Executive at the Initial TermCompany's expense. Notwithstanding the foregoing, the Company shall not be required to pay Employee any severance pay or consulting payments for any period following the Termination Date if the Executive violates the provisions of Section 15, Section 16 or Section 17 of this Agreement in any material respect, and fails to cure such violation within thirty (30) days after written notice from the Company to the Executive detailing such violation. For purposes of Section 409A of the Code, Company and Executive agree that Executive will be treated as incurring a severance payment an amount equal to twelve months separation from service as of Employee’s Base Salary as in effect on the date that both parties reasonably expect that Executive's level of terminationcontinuing service to the Company will be reduced to a level that is 49 percent or less of Executive's level of services for the twelve-month period preceding Executive's separation from service. As of the Effective Date, subject to subsections (c) Executive and (d)Company believe that a level of services of 20 hours per week for Executive will satisfy this standard. (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (orthe Executive voluntarily terminates his employment other than for Good Reason, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual BonusExecutive's employment is terminated due to death or Disability, or (iii) the Executive is terminated by the Company for Cause, then the Executive shall be entitled to receive his base salary and accrued vacation through the Termination Date only. In the event of death or Disability the Executive shall also be entitled to receive the Pro-Rated Incentive Compensation and full vesting of all outstanding stock options and restricted stock held by the Executive, subject to subsections (c) the same terms and (dconditions as provided in Section 9(a). (c) In addition to the provisions of Section 9(a) and 9(b) hereof, to the extent COBRA shall be applicable to the Company or as provided by law, the Executive shall be entitled to continuation of group health plan benefits in accordance with COBRA if the Executive makes the appropriate conversion and payments. If requested to do so, the Company will transfer ownership of the life insurance policy referred to in Section 5 to the Executive or his designee, at such time and in such a manner as to minimize any adverse tax consequences to the Executive and the Executive agrees to pay for any costs related to the transfer in excess of $1000 and to be responsible for all future premiums. Any such transfer must occur within the 90-day period following the Executive's separation from service and, if such 90-day period begins in one calendar year and ends in another, the Executive may not select in which taxable year such transfer will occur. (d) The Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance payment payable to Employee or other benefits other than those specifically set forth in this Agreement or any applicable Stock Option Agreement, or pursuant to this any Applicable Benefit Plan. (e) All payments to be made to the Executive that are subject to Section 7 (409A upon a termination of employment may only be made upon a “Severance Payment”separation from service” (within the meaning of Section 409A) will of the Executive. For purposes of Section 409A, (i) each payment made under this Agreement shall be made treated as a separate payment; (ii) the Executive may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Executive or any portion thereof, shall be permitted. (f) Notwithstanding anything contained in a lump sum within sixty (60) days after this Agreement to the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. Howevercontrary, if Employee at the time of the Executive's “separation from service” (as defined in Section 409A of the Code) the Executive is a “specified employee” as defined in regulations under (within the meaning of Section 409A of the Code and the Severance Payment Company's specified employee identification policy) and if any payment, reimbursement and/or in-kind benefit that constitutes “nonqualified deferred compensation” that compensation (within the meaning of Section 409A) is subject deemed to be triggered by the Executive's separation from service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that installments must be paid no later than the last day of the Codesecond taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments, reimbursements, and in-kind benefits that constitute nonqualified deferred compensation (within the Severance Payment will meaning of Section 409A) to the Executive shall not be made on paid or provided to the Company’s first payroll Executive during the six-month period following the Executive's separation from service, and (i) such postponed payment and/or reimbursement/in-kind amounts shall be paid to the Executive in a lump sum within thirty (30) days after the date that is more than six (6) months following the Severance Payment is otherwise Executive's separation from service; (ii) any amounts payable pursuant to the Executive after the expiration of such six- (6-) month period shall continue to be paid to the Executive in accordance with the terms of this Agreement. ; and (diii) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing extent that any group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and delivering any other present or future similar group executive benefit plan or program or any lump sum cash out thereof is nonqualified deferred compensation (within the general release meaning of claims in Section 409A), the form attached hereto as Exhibit B by Executive shall pay for such benefits from his Termination Date until the 45th first day of the seventh month following the Employee’s month of the Executive's separation from service service, at which time the Company shall reimburse the Executive for such payments. If the Executive dies during such six- (6-) month period and not revoking prior to the release payment of such postponed amounts of nonqualified deferred compensation, only the amount of nonqualified deferred compensation equal to the number of whole months that the Executive lived shall be paid in a lump sum to the Executive's estate or, if applicable, to the Executive's designated beneficiary within the seven thirty (730) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion date of the Severance Payment that has been paid to him pursuant to Section 7Executive's death.

Severance. (a) If prior to the completion of a full calendar year of employment with the Company, the Company terminates Employee’s the employment with the Company without Cause in accordance with Section 6(c) prior to the expiration of the Initial TermExecutive or demotes the Executive for any reason other than: (i) Cause or Disability as defined in Section 3 of this Agreement; or (ii) the death of the Executive, the Company shall will pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in Executive an amount equal to the sum of: (a) three times the Executive's starting annual base salary; and (b) three times the Executive's target annual cash bonus (the target annual incentive bonus being two hundred percent (200%) of the Executive's starting annual base salary). (b) If the Company thereafter terminates the employment of the Executive or demotes the Executive for any reason other than: (i) twelve months Cause or Disability as defined in Section 3 of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and this Agreement; or (ii) the Employee’s Average Annual Bonusdeath of the Executive, subject the Company will pay the Executive an amount equal to subsections the sum of: (ca) three times the Executive's base salary for the immediately preceding full calendar year; and (d). b) three times the annual cash bonus received by the Executive for the immediately preceding full calendar year. The Executive must notify the Company in writing within thirty (c30) Any days after the occurrence of any action, event or circumstance, or any failure to act by the Company, upon which the Executive bases a claim for severance under this Agreement. Failure to notify the Company in writing within such thirty (30) day period will constitute a waiver of the claim, but will not bar or hinder subsequent claims by the Executive arising out of other actions, events, circumstances or failures to act by the Company. The Executive will not receive multiple severance payments under this Agreement, and will be entitled only to one severance payment payable to Employee pursuant to this Section 7 under Subsection 2(a) or (a “Severance Payment”) b), as the case may be. The severance amounts described above, net of any applicable withholding, will be made paid to the Executive in a lump sum within sixty thirty (6030) days following the receipt by the Company of the written notice from the Executive; provided, however, that if the parties proceed to arbitration of the claim pursuant to Section 5 of this Agreement, the severance amount awarded by the arbitrators will be paid by the Company within thirty (30) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocableaward. If such sixty (60) day period spans two calendar yearsUpon termination of employment, the Severance Payment Executive will be made remain vested in the second calendar year. However, if Employee is a “specified employee” as defined any and all shares of restricted stock or restricted stock equivalents in regulations under Section 409A which he was vested immediately prior to termination of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementemployment. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. In exchange for the general release of all claims pursuant to Section 6 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 6 below (a) If during the Company terminates Employee24-month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates, (b) notwithstanding that Executive will resign her employment effective on the Termination Date, Executive shall be entitled to receive any bonus for the fiscal year ending on the Termination Date to which she would otherwise be entitled pursuant to the terms and conditions of The Mentor Executive Leadership Incentive Plan (as amended, the “Bonus Plan”), any such bonus to be paid at the time(s) provided in the Bonus Plan or, if such time(s) are not set forth in the Bonus Plan, at the time(s) that other officers of Employer are paid bonuses for fiscal year 2005 under the Bonus Plan, and (c) on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $56,944.26 (subject to withholdings for taxes) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”). During the 25-month period commencing on the Termination Date (the “Benefits Continuation Period”), at Executive’s option, Executive shall continue to participate in Employer’s group health and dental benefit plan(s) (excluding, for the avoidance of doubt, any bonus or incentive compensation plans) on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives; provided that Executive shall pay all costs for coverage under such plans (including, without limitation, Executive’s costs and Employer’s and its affiliates’ costs under such plans), which costs shall be substantially the same as the applicable premium rates that would be paid by an employee receiving such benefit plan coverage following a termination of employment pursuant to COBRA (as defined below); provided further that Employer shall be entitled to withhold any amounts owed by Executive pursuant to this sentence from any amounts otherwise owed to Executive pursuant to this Agreement. In addition to the foregoing, Employer may, at its option and in its sole discretion and subject to the approval of the Company’s board of directors, award an additional cash bonus to Executive, any such additional bonus to be paid on or about December 20, 2005. Following the Benefits Continuation Period, to the extent permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical and dental benefit plan(s) (“COBRA coverage”). Employer shall provide Executive with the Company without Cause appropriate COBRA coverage notice and election form, if any, for this purpose. If Executive is permitted to and elects COBRA coverage, Executive shall pay 100% of Executive’s (and her dependents’) health and dental insurance premiums under COBRA, for up to 18 months following the end of the Benefits Continuation Period; provided that Executive shall notify Employer immediately of any change in her circumstances that would warrant discontinuation of her COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer). The existence and duration of Executive’s COBRA rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 6(c4980B of the Code. Except as set forth in this Section 2, Executive agrees that she is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) prior except as required by law and except for the distribution of amounts to Executive pursuant to the expiration terms of (i) the Initial TermExecutive Plan in the aggregate amount of $120,307.18 (the “Executive Plan Balance Amount”), (ii) the Company shall pay Employee a severance payment an Deferral Plan in the aggregate amount equal to twelve months of Employee’s Base Salary as in effect on $19,282.11 (the date of termination, subject to subsections (c“Deferral Plan Balance Amount”) and (d). iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof. For purposes of the Stock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (bas defined therein) If during shall continue until the Term end of this Agreement there is the Severance Period. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed her full balance under the Executive Plan in a CC Termination, then the Employee will be entitled to a severance lump-sum payment (in addition subject to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication withholdings for any amounts due to Employee pursuant to Section 7(a)taxes) payable in a lump sum in cash in an aggregate amount equal to the Executive Plan Balance Amount. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Deferral Plan, Executive shall be distributed her full balance under the Deferral Plan in a lump-sum of: payment (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (cwithholdings for taxes) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject an aggregate amount equal to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.Deferral Plan Balance

Severance. Subject to the terms and conditions of this Agreement, the Company agrees to pay to the Executive: (a) If all accrued but unpaid Base Salary through the Termination Date (which shall be paid on the first ordinary payroll date following the Termination Date), (ii) any unpaid or unreimbursed reasonable out-of-pocket expenses incurred by the Executive in connection with the business of the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) Company policy to the extent incurred prior to the expiration Termination Date (which shall be paid following Executive submission of such receipts evidencing such expenses in accordance with the Initial TermCompany’s expense reimbursement policies), (iii) any other amounts required to be paid pursuant to applicable law, if any, and (iv) accrued and/or vested benefits under any plan or agreement covering the Executive which shall be paid in accordance with, and governed by, the Company shall pay Employee a severance payment an amount equal to twelve months terms of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d).such plan or agreement; (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash payment in an amount equal to the sum of: $836,400, which is equal to twelve (i12) twelve months of Employeethe Executive’s Base Salary in effect on date as of such CC the Termination (orDate, if greater, the highest Base Salary in effect during the three year period ending which shall be paid on the next regular payroll date of such CC Termination), and immediately following the sixtieth (ii60th) day after the Employee’s Average Annual Bonus, subject to subsections (c) and (d).Termination Date; (c) Any severance payment payable an amount equal to Employee pursuant $836,400, which is equal to this twelve (12) months of the Executive’s Base Salary as of the Termination Date in consideration for the Executive’s compliance with the Restrictive Covenants set forth in Section 7 (a “Severance Payment”) 9 of the Employment Agreement, which will be made paid in substantially equal installments in accordance with the payroll practices of the Company during the twelve (12) month period commencing on the Termination Date; (d) a lump sum cash payment of $42,313, which shall be paid on the next regular payroll date immediately following the sixtieth (60th) day after the Termination Date, in consideration of the Company obligations pursuant to Section 7(d)(v) of the Employment Agreement (the amounts described in Sections 3(b), 3(c) and 3(d), collectively, the “Severance Payments”); and (e) all outstanding equity-based compensation awards granted to the Executive under the Long-Term Equity-Based Incentive Plan (the “Equity Plan”) of TPI (as defined in the Employment Agreement) shall continue to vest and remain exercisable (to the extent applicable) following the Termination Date as if Executive had remained employed by the Company, in accordance with the terms and conditions of the applicable Equity Plan and the individual award agreements evidencing such grants (including, for the avoidance of doubt, any performance vesting conditions and any original stated expiration date of options) (the “Equity Benefits”). The Company’s obligation to pay the Executive the Severance Payments and provide the Equity Benefits shall be subject to the Executive’s execution and non-revocation of the Release of Claims attached as Exhibit A to the Employment Agreement within sixty (60) days after following the Termination Date (the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers on which the release contemplated by Section 7(dRelease of Claims becomes non-revocable, the “Release Effective Date”) and such release becomes effective and irrevocablethe Executive’s continued compliance with the Restrictive Covenants (as defined below). If such sixty (60) day period spans two calendar yearsFurther, to the extent that any portion of the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment Payments constitutes “nonqualified deferred compensation” that is subject to within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and all applicable regulations and guidance thereunder (“Section 409A”), the Severance Payment will be made on the Company’s first payroll any payment date that is more than six (6) months the Severance Payment is of any amount or provision of any benefit otherwise payable pursuant scheduled to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject occur prior to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th sixtieth (60th) day following the Employeedate of the Executive’s separation from service and termination of employment hereunder, but for the condition that the Executive execute the Release of Claims as set forth herein, shall not revoking be made until the release within the seven first regularly scheduled payroll date following such sixtieth (7) days after executing and delivering the release. If such forty-five (4560th) day period plus the seven (7subject to any additional delay as may be required under Section 7(a) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches ), after which any of his obligations in Sections 8-11 of this Agreement, he will immediately return remaining Severance Payments shall thereafter be provided to the Company any portion of Executive according to the Severance Payment that has been paid to him pursuant to Section 7applicable schedule set forth herein.

Severance. (a) If Involuntary Termination other than for Cause, Death or Disability. Except as provided in the following sentence and Section 5(b), if the Company terminates Employee’s Executive's employment with the Company without Cause her consent and for a reason other than "Cause" (as defined below), Executive becoming "Disabled" (as defined below) or Executive's death, then promptly following such termination of employment, Executive will (i) receive a lump-sum payment equal to 100% of the Base Salary and target bonus, (ii) receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with Section 6(cthe Company's then existing employee benefit plans and policies, (iii) prior be entitled to the expiration an additional twelve (12) months vesting of the Initial Termany Company stock options (whether granted to Executive on, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on before or after the date of terminationthis Agreement), subject (iv) have four (4) years following termination of employment to subsections exercise her vested Company stock options (c) and (d). (b) If during the Term of this Agreement there is a CC Terminationwhether granted on, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on before or after the date of such CC Terminationthis Agreement), and (iiv) the Employee’s Average Annual Bonusbe paid her then existing Base Salary for a period of six (6) months following her termination of employment, subject to subsections (cvi) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A 50% of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more her target annual bonus not later than six (6) months following her termination of employment, (vii) receive Company-paid coverage for a period of eighteen (18) months for himself and her eligible dependents under the Severance Payment is otherwise payable pursuant Company's health benefit plans (or, at the Company's option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company's plans immediately prior to this Agreement. her termination of employment, (dviii) Employee acknowledges and agrees receive such other compensation or benefits from the Severance Payment to which Company as may be required by law (for example, under Section 4980B of the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the releaseCode). If the Company terminates Executive's employment with the Company without her consent within eighteen (18) months after a "Change of Control" (as defined below) and for a reason other than Cause, then promptly following such fortytermination of employment, Executive will (i) receive a lump-five sum payment equal to 100% of the Base Salary and target bonus, (45ii) day period plus receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the seven date of termination of employment in accordance with the Company's then existing employee benefit plans and policies, (7iii) day revocation period spans two calendar yearsbe entitled to immediate 100% vesting of any stock options granted to Executive (whether granted to Executive on, before or after the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 date of this Agreement. If Employee breaches any ), (iv) have four (4) years following termination of his obligations in Sections 8-11 employment to exercise her vested Company stock options (whether granted on, before or after the date of this Agreement), he will (v) be paid her then existing Base Salary and target bonus for a period of one (1) year following her termination of employment, (vi) receive Company-paid coverage for a period of two (2) years for himself and her eligible dependents under the Company's health benefit plans (or, at the Company's option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company's plans immediately return prior to her termination of employment, (vii) receive such other compensation or benefits from the Company any portion as may be required by law (for example, under Section 4980B of the Severance Payment that has been paid Code). All payments and benefits will be subject to him pursuant to Section 7applicable withholding.

Severance. (ai) If Upon termination by the Company terminates Employee’s of the Executive's employment with the Company without for any reason other than for Cause (as defined below), or upon termination by the Executive of his employment with the Company for Good Reason (as defined below) within thirty (30) days of the occurrence of the circumstances giving rise to such Good Reason, then (i) the Executive shall be entitled to receive payment of any accrued and owing Base Salary for the applicable period, (ii) a lump-sum payment equal to one year's Base Salary at its then current rate, payable in accordance with Section 6(ca lump-sum sixty (60) prior days following the Executive's Separation from Service (as defined in section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (iii) the Executive shall vest as to an additional twenty percent (20%) of the shares subject to the expiration Restricted Stock award and (iv) the Executive shall vest as to such additional portion of the Initial Termshares subject to any then outstanding Deferred Shares Awards as is provided in the applicable Deferred Share Award agreements. (ii) Except for indemnification obligations under applicable indemnification agreements (including indemnification obligations contained in the Company charter and by-laws) and insurance policies, and vested rights in benefit plans of the Company, if any, the Company shall pay Employee a severance payment an amount equal have no obligation to twelve months the Executive in the case of Employee’s Base Salary any such termination except as set forth in effect on the date of termination, subject to subsections (c) and (dthis Section 4(g). (biii) If Payment of any severance and the Executive's entitlement to any vesting acceleration are conditioned upon (A) the Executive signing a separation agreement prepared by the Company which includes a general release of claims and (B) the Executive's compliance with the restrictive covenants set forth in the Non-Compete, Non-Solicitation and Confidentiality Agreement between the Executive and GSL, effective as of April 9, 2006, attached hereto as Appendix C (the "Non-Compete, Non-Solicitation and Confidentiality Agreement"). (iv) For the sake of clarity, the severance payment provided for herein shall be in lieu of any amount to which the Executive would be entitled under the Company's severance policy, if any, in effect at the time of the termination. (v) In the event that the Executive's employment terminates due to death or becoming Disabled during the Term of this Agreement there is Agreement: (x) the Executive (or the Executive's estate or appropriate beneficiary) shall receive a CC Termination, then the Employee will be entitled to a severance lump-sum cash payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: six (i6) twelve months of Employee’s his then existing Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within paid sixty (60) days after following such death or determination of disability), (y) the date Employee’s employment Executive shall be entitled to two (2) years of group health and welfare benefits (including the conversion of any life or disability policies) at the Company's expense, and (z) the unvested portion of the Restricted Stock and Deferred Shares Award, if any, shall immediately vest in full. The Executive shall be considered "Disabled" as determined by the Board of Directors in good faith, taking into account circumstance where the Executive is terminated giving rise entitled to such Severance Payment pursuant any benefits under any long-term disability income plan of the Company applicable to the Executive. (vi) In the event the Executive becomes entitled to any payments of severance under this Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d2(g) and such release becomes effective and irrevocable. If such sixty (60the Executive is a "specified employee" within the meaning of Section of 409A(a)(2)(B)(i) day period spans two calendar yearsof the Code, the Severance Payment will payment of such severance shall be made delayed in accordance with the second calendar year. However, if Employee is a “specified employee” as defined in regulations provisions of such section to the extent necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code. Furthermore, it is intended that the Agreement shall comply with the provisions of section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” Treasury Regulations relating thereto so as not to subject the Executive to the payment of additional taxes and interest under section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions, and to the extent that is any regulations or other guidance issued under section 409A of the Code would result in the Executive being subject to Section payment of additional income taxes or interest under section 409A of the Code, the Severance Payment will be made on parties agree to amend this Agreement in order to avoid the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled application of such taxes or interest under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion section 409A of the Severance Payment that has been paid to him pursuant to Section 7Code.

Severance. (a) If the Company terminates Employee’s the Executive's employment with without "cause" pursuant to Section 4(c) above (other than following a Change of Control, which is subject to Section 5) or the Executive's employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company without Cause pursuant to Section 2 above, then, subject to the Executive's execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law) (the "Release") and the Release becoming effective in accordance with Section 6(cits terms not later than the sixtieth (60th) prior to day following the expiration Executive's termination of the Initial Termemployment, the Company Executive shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a receive the following severance payment benefits: (in addition to any other rights i) as severance payments, the sum of (A) one (1) year of his then Base Salary and other amounts payable to (B) the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: Executive's Target Bonus for the calendar year in which the Executive's termination of employment occurs, payable over a twelve (i12) twelve months of Employee’s Base Salary month period in accordance with the Company's payroll schedule in effect on date of such CC Termination from time to time (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination"Severance Payments"), and (ii) to the Employee’s Average Annual Bonusextent he is then a participant in the Company's health insurance plan and eligible for benefits under plan terms, and only if the benefit under this clause (ii) does not cause the Company to fail to satisfy the requirements of, or be in violation of, Section 2716 of the Public Health Service Act or Section 9815 of the Internal Revenue Code of 1986, as amended (the "Code"), to continued health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent) (the "COBRA Payments"). If the Company terminates the Executive's employment pursuant to Section 4(a) above or the Executive's employment is terminated pursuant to Section 4(b) above, then, subject to subsections the Executive's (cor, if applicable, his estate's) execution of the Release and the Release becoming effective in accordance with its terms not later than the sixtieth (60th) day following the Executive's termination of employment, the Executive shall be entitled to receive the following severance benefits: (i) one (1) year of his then Base Salary, payable over a twelve (12) month period in accordance with the Company's payroll schedule in effect from time to time (the "Death/Disability Severance Payments"), and (d). (cii) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made only in a lump sum within sixty (60) days after the date Employee’s event the Company terminates the Executive's employment is terminated giving rise to such Severance Payment pursuant to Section 7(a4(a) above, the COBRA Payments. Such Severance Payments, Death/Disability Severance Payments, and COBRA Payments shall be the Executive's sole AmericasActive:9933006.8 entitlement upon termination of employment pursuant to Sections 4(a), 4(b), or 4(c) above, as applicable. Notwithstanding the foregoing, if the Company's payments under Section 4(e)(ii) (band under Section 5(ii) below) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the Affordable Care Act (the "ACA"); provided that Employee executes , or result in the imposition of penalties under the ACA and delivers the release contemplated by related regulations and guidance promulgated thereunder, the parties agree to reform Section 7(d4(e)(ii) (and such release becomes effective and irrevocableSection 5(ii) below) in a manner as is necessary to comply with the ACA. If such sixty (60) day period spans two calendar yearsSubject to the last paragraph of this Section 4(e), the Severance Payment will be made in Payments or the second calendar year. HoweverDeath/Disability Severance Payments, if Employee is a “specified employee” and the COBRA Payments or the Enhanced COBRA Payments (as defined in regulations Section 5 below) will commence on the sixtieth (60th) day following the Executive's termination of employment with the first payment inclusive of any payments that would have been otherwise payable during such initial sixty (60)-day period. Subject only to the Executive's delivery of an executed Release and such Release becoming effective within the provided sixty (60)-day period, the Company's obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance benefits regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Company terminates the Executive's employment with "cause" pursuant to Section 4(c) above, if the Executive terminates his employment pursuant to Section 4(d) above, or if the Executive's employment terminates as a result of a Notice of Non-Extension provided to the Company by the Executive, then the Executive shall not be entitled to any further payments under this Agreement, including Base Salary, Bonus, Employee Benefits, Severance Payments, Death/Disability Severance Payments, COBRA Payments, Enhanced Severance Payment (as defined in Section 5 below), or Enhanced COBRA Payments (as defined in Section 5 below) except as otherwise required by applicable law, including the payment of any amounts owed to the Executive and any obligation that the Company may have to offer the Executive continued benefit plan participation. To the extent that any amount payable under this Agreement constitutes an amount payable under a "nonqualified deferred compensation plan" (as defined in Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” (hereinafter, "Code Section 409A")) that is subject not exempt from Code Section 409A, and such amount is payable as a result of a "separation from service" (as defined in Code Section 409A), including any amount payable under this Section 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to Section 409A of the Codecontrary, the Severance Payment such payment will not be made on to the Company’s first payroll payment Executive until the day after the date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s his separation from service (the "Specified Employee Payment Date"), but only if, as of his separation from service, he is a "specified employee" under Code Section 409A and not revoking any relevant procedures that the release within Company may establish. For the seven (7) days after executing and delivering avoidance of doubt, on the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsSpecified Employee Payment Date, the Severance Payment Executive will be paid in a single lump sum all payments that otherwise would have been made to him under this Agreement during the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 six (6)-month period but were not made because of this Agreementparagraph. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he This paragraph will immediately return to not be applicable after the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Executive's death.

Severance. (a) If In consideration of and in return for the Company terminates Employee’s employment with the Company without Cause promises contained in accordance with Section 6(c) prior to the expiration of the Initial Termthis Agreement, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary and as in effect on the date of termination, subject to subsections (c) full and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due final compensation to Employee pursuant to Section 7(a)) payable in a lump sum in cash in for all services as an amount equal to employee: [OPTION 1: IN THE EVENT THAT EMPLOYEE IS TERMINATED BY EMPLOYER WITHOUT "CAUSE", RESIGNS FOR "GOOD REASON" OR TERMINATED IN CONNECTION WITH OR FOLLOWING A CHANGE OF CONTROL, THEN THE FOLLOWING PARAGRAPH SHALL APPLY] a. Employee shall receive from Employer following the sum of: termination date, with appropriate deductions and withholdings, (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (iicompensation required by Paragraph 2(a) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and Employment Agreement dated April 28, 2010 (the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A "Employment Agreement") for a period of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months from the termination date (the "Severance Period") payable semi-monthly in accordance with Employer's regular payroll practices, (ii) the COBRA premium, if any, set forth in Paragraph 2(b) of this Agreement, and (iii) the acceleration by six (6) months of Employee's unvested stock options granted under Paragraph 2(c) of the Employment Agreement (subsection (i),(ii) and (iii) of this Paragraph shall be referred to collectively herein as the "Severance"), in addition to all accrued and unused wages and vacation pay and any applicable quarterly bonus (if any) which has been earned but not yet paid through the termination date; [OPTION 2: IN THE EVENT THAT EMPLOYEE IS TERMINATED BY EMPLOYER FOR FAILING TO ACHIEVE PERFORMANCE TARGETS SET BY THE BOARD OF DIRECTORS OF EMPLOYER, THEN THE FOLLOWING PARAGRAPH SHALL APPLY] a. Employee shall receive from Employer following the termination date, with appropriate deductions and withholdings, (i) the compensation required by Paragraph 2(a) of the Employment Agreement dated April 28, 2010 (the "Employment Agreement") for a period of three (3) months from the termination date (the "Severance Period") payable semi-monthly in accordance with Employer's regular payroll practices, (ii) the COBRA premium, if any, set forth in Paragraph 2(b) of this Agreement, and (iii) the acceleration by three (3) months of Employee's unvested stock options granted under Paragraph 2(c) of the Employment Agreement (subsection (i),(ii) and (iii) of this Paragraph shall be referred to collectively herein as the "Severance"), in addition to all accrued and unused wages and vacation pay and any applicable quarterly bonus (if any) which has been earned but not yet paid through the termination date; b. Employee will continue on Employer's medical plan up to and including Employee's termination date. Employee shall have the right to continue his/her medical and dental insurance, at Employer's expense until the earlier of the expiration of the Severance Payment is otherwise payable Period or until Employee finds another job that provides at least substantially similar health insurance and thereafter at Employee's sole expense, pursuant to this Agreement.the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") provided, however, that Employee timely elects COBRA continuation. The COBRA period shall be deemed to have commenced on the first of the month following the date of termination; (d) c. Employee acknowledges and agrees that the Severance Payment to which provided for in this Agreement is due under the Employment Agreement only if Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of signs this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.; and

Severance. In exchange for Employee’s agreement to be bound by the terms of this Release, including, but not limited to, the release of claims in Section 3, Employee shall be entitled to receive the following, which shall be the exclusive severance benefits to which Employee is entitled, unless Employee has materially breached the provisions of this Release, in which case the last sentence of Section 4 shall apply: (ai) If A cash payment in the amount of twelve (12) months’ base salary, or $ $331,009, payable in a lump sum within ten (10) days following the Effective Date; (ii) For the period beginning on the Separation Date and ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company terminates shall either, at its option, (i) pay directly or (ii) reimburse Employee, for the costs associated with continuation coverage pursuant to COBRA for Employee and his eligible dependents who were covered under the Company’s employment with health plans as of the Company Separation Date (provided that Employee shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without Cause in accordance with Section 6(climitation, his election of such coverage and his timely payment of premiums). If (A) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Initial Termperiod of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover Employee under its group health plans under applicable law or the terms of such plans, then, in either case, the Company shall instead pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: monthly plan premium payment for Employee and his eligible dependents who were covered under the Company’s health plans as of the Separation Date (icalculated by reference to Employee’s premiums as of the Separation Date) as currently taxable compensation in substantially equal monthly installments over the foregoing twelve months (12) month period (or the remaining portion thereof); plus (iii) the vesting and/or exercisability of each of Employee’s Base Salary in effect on date outstanding stock options shall be automatically accelerated as to the number of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, shares subject to subsections such stock options that would have vested over the twelve (c12) month period following the Separation Date had Employee remained continuously employed by the Company during such period. Except as modified above, Employee's stock options shall continue to be governed by the terms and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A conditions of the Code stock option agreements and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable equity plan pursuant to this Agreement. (d) Employee acknowledges and agrees which such stock options were granted. The foregoing benefits shall be the Severance Payment exclusive benefits to which the Employee is entitled under this Section 7 is conditioned upon and subject to in connection with his termination of employment, unless Employee has materially breached the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 provisions of this Agreement. If Employee breaches any Release, in which case the last sentence of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 74 shall apply.

Severance. (a) If Upon termination of the Company terminates Employee’s employment with the Company for any reason (including by reason of death or disability of the Employee) other than a termination by the Company for “Cause” or by the Employee without Cause “Good Reason,” (i) the Employee shall be entitled to retain all vested portions of equity awards as provided for in accordance with Section 6(cthe relevant plans and agreements pursuant to which such awards were granted; (ii) all equity awards theretofore granted to the Employee under the Company’s incentive plans shall immediately vest (and the restrictions thereon lapse) on the day immediately prior to the expiration date of termination (except in the Initial Term, event of termination due to Employee’s death or disability); (iii) the Company shall pay to the Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on all accrued or vested compensation, including salary and bonus through the date of termination, subject to subsections (c) ; and (div) the Company shall pay to the Employee (or his estate, as the case may be) a payment equal to EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00) (less any required deductions or withholding) (the “Severance”). (b) If during . As a condition to receiving the Term of this Agreement there is a CC TerminationSeverance, then the Employee will be entitled required to a severance payment (in addition to any other rights execute and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on deliver the Company’s first payroll payment date that is more than six standard release agreement (6the “Release Agreement”) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus days following the seven (7) day revocation period spans two calendar yearsdate of termination. Subject to Section 17 hereof, the Severance Payment will be paid one-half (1/2) within ten (10) days of the effective date of the Release Agreement (provided that the Release Agreement shall not have been revoked by the Employee prior thereto), and one-half (1/2) in equal payments over the second calendar year. Employeesix (6) month period following the effective date of the Release Agreement on the Company’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 regularly scheduled payroll payment dates. (b) For purposes of this Agreement, he will immediately return the Company shall have “Cause” to terminate the Employee’s employment hereunder (i) upon the Employee’s indictment or conviction for the commission of an act or acts constituting a felony under the laws of the United States or any State thereof, (ii) upon the Employee’s commission of fraud, embezzlement or gross negligence, (iii) upon the Employee’s willful or continued failure to perform an act permitted by the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”) that is within his material duties hereunder (other than by reason of physical or mental illness or disability) or directives of the CEO, Chairman or Board after written notice has been delivered to the Company Employee by the Company, which notice specifically identifies the manner in which the Employee has not substantially performed his duties, and the Employee’s failure to substantially perform his duties is not cured within fifteen (15) business days after notice of such failure has been given to the Employee; (iv) upon any portion misrepresentation by the Employee of a material fact to or concealment by the Employee of a material fact from the Board, the CEO, the Chairman, and/or the general counsel of the Severance Payment Company; or (v) upon any material violation of the Company’s rules, policies or procedures, including without limitation, the Code of Conduct. For purposes of this Section 6(b), no act or failure to act on the Employee’s part shall be deemed “willful” unless done or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s act, or failure to act, was in the best interest of the Company. (c) For purposes of this Agreement, the Employee shall have “Good Reason” to terminate his employment hereunder upon (i) the Company’s failure to perform its material duties hereunder, which failure has not been paid cured by the Company within fifteen (15) days of its receipt of written notice thereof from the Employee; (ii) a material reduction by the Company (without the consent of the Employee, which consent may be revoked at any time) in the Employee’s Base Salary, or substantial reduction in the other benefits provided to him pursuant the Employee; (iii) the assignment to Section 7the Employee of duties inconsistent with the Employee’s status as a senior executive officer of the Company or a substantial adverse alteration in the nature or status of the Employee’s responsibilities; (iv) a substantial diminution of the Employee’s responsibilities as the Chief Operating Officer of the Company; (v) the relocation of the Employee’s principle place of employment to a location more than thirty-five (35) miles from its current New Jersey location or outside of the New York City metropolitan area; (vi) removal of the Employee from the position of Chief Operating Officer of the Company; (vii) the assignment of duties substantially inconsistent with the Company’s rules, policies or procedures, including without limitation, the Code of Conduct; or (viii) any “Change in Control” of the Company. For purposes of this Agreement, a “Change in Control” shall mean and shall be deemed to have occurred if (A) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than ▇▇▇▇▇▇ ▇▇▇▇▇, members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs, executors or administrators of ▇▇▇▇▇▇ ▇▇▇▇▇, shall acquire in one or a series of transactions, whether through sale of stock or merger, securities representing more than 50% of the voting power of all outstanding voting securities of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution of the Company (other than for purposes of reforming the entity in another entity or jurisdiction). Notwithstanding the foregoing, a termination shall not be treated as a resignation for Good Reason if the Employee shall have consented in writing to the occurrence of the event giving rise to the claim of resignation for Good Reason. If the Employee gives notice of his intent to terminate his employment with Good Reason, the Employee shall first provide written notice to the Company, which notice specifically identifies the event or circumstances giving rise to the Good Reason for which the Employee intends to terminate his employment, within ninety (90) days (fifteen (15) days in the event of Change in Control) of when such event or circumstance giving rise to the Good Reason becomes effective or transpires. The notice of Good Reason must give the Company the opportunity to cure and if the Company fails to cure within thirty (30) business days of its receipt of the notice, the Employee’s resignation for Good Reason shall be deemed effective on the thirty-first (31st) business day following such notice from the Employee. If the Company terminates the Employee’s employment without Cause, the Company shall provide the Employee with at least ninety days’ written notice (which time may be shortened by mutual agreement of the parties) of its intent to terminate this Agreement without Cause.

Severance. In consideration of, and subject to and conditioned upon the Executive’s execution and non-revocation of the Release (a) If the Company terminates Employee’s employment with the Company without Cause as defined in and in accordance with Section 6(c3.1 below): (a) prior The Company shall pay to the expiration Executive a lump-sum cash payment in an amount equal to $500,000 on the 30th day after the Separation Date, which the parties acknowledge and agree represents an amount equal to the severance obligation described in clause (i) of Section 12 of the Initial TermEmployment Agreement; (b) During the period commencing on the Separation Date and ending on December 31, 2010, the Company shall continue to provide the Executive and the Executive’s eligible family members with group health insurance coverage based on the Executive’s benefit levels as in effect on the Separation Date and at the same employee premium contribution rate that would have otherwise been payable by the Executive during such period, provided, that the Company’s obligation to provide such continued coverage shall be subject to and conditioned on the Executive’s timely delivery to the Company of payment of the employee portion of the premium for such coverage. Except as set forth in the preceding sentence, the Executive shall be solely responsible for the payment of any premiums associated with the Executive’s election to receive continued health coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended, and any other health insurance premiums and costs following the Separation Date; (c) Provided that the Executive is not at the time of payment eligible to participate in a group health insurance plan of a subsequent employer, the Company shall pay Employee the Executive a severance lump-sum cash payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: $30,000, payable within ten (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (6010) days after the eighteen (18) month anniversary of the Separation Date (with the exact payment date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (bbe determined by the Company in its discretion); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement.and (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and The installment of shares of Common Stock subject to each of the Employee’s executing and delivering unvested Options that was scheduled to vest on the general release of claims in the form attached hereto as Exhibit B by the 45th day next scheduled vesting date following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right Separation Date shall vest immediately prior to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this AgreementSeparation Date, he will immediately return to and the Company any vested portion of the Severance Payment Options may be exercised in accordance with, and subject to, the terms and conditions of the Plan and the respective Option Agreement, provided, that has been paid to him pursuant to Section 7any remaining unvested portion of the Options shall automatically be cancelled on the Separation Date.

Severance. (a) If As soon as practicable after the Company terminates Employee’s employment with the Company without Cause Termination, but in accordance with Section 6(c) prior to the expiration of the Initial Termany event no later than 10 business days following such Termination, the Company shall pay Employee or cause to be paid to the Executive, a severance payment an lump sum cash amount equal to twelve months three (3) times the sum of Employee’s (i) the Executive's annual base salary on the Effective Date (the "Base Salary as Salary"), (ii) the Bonus, and (iii) the value of the perquisites (e.g., car allowance, club dues, etc., including any ordinary tax gross-ups for perquisites) provided to Executive in effect on respect of the year prior to the Change of Control and, if greater, the year in respect of which the Change of Control occurs. In making the calculation in the immediately preceding sentence, if a Change of Control shall occur prior to a determination by the Board in the year 2000 of the Executive's bonus for 1999, the annual base salary referred to in clause (i) of the immediately preceding sentence shall be deemed the Executive's annual base salary for 1998 and the Bonus referred to in clause (ii) of the immediately preceding sentence shall be deemed the bonus paid to him in respect of 1998 (or if not then determined, 1997). In addition, at the time of the above payment, the Executive shall be entitled to an additional lump sum cash payment equal to the sum of (A) Executive's annual salary through the date of termination, subject to subsections (cB) and a pro rata portion of the Bonus (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on calculated through the date of such CC Terminationtermination); provided, however, if a Change of Control shall occur prior to a determination by the Board in the year 2000 of the Executive's bonus for 1999, the amount payable in respect of clause (A) shall be calculated as if the Executive's annual salary rate were that payable to him in 1998 and the amount payable in respect of clause (B) shall be the pro rata portion of his Bonus for 1998 (or if not then determined, 1997), and (iiC) the Employee’s Average Annual Bonusan amount, subject if any, equal to subsections compensation previously deferred (cexcluding any qualified plan deferral) and (d)any accrued vacation pay, in each case, in full satisfaction of Executive's rights thereto. (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(cSubject to Sections II(b) prior to the expiration of the Initial Termand II(c) below, the Company shall pay Employee as severance pay to Executive ("Severance Benefit") twelve payments of Forty Six Thousand One Hundred Sixty Three Dollars ($46,163) per payment, less in each case standard withholding and authorized deductions, with the first such payment being made in June 2007 and a severance subsequent payment an amount equal being made in each of the next eleven calendar months thereafter (ending with the payment in May 2008). In addition, the Company shall pay or reimburse Executive's costs for outplacement services under the Company's outplacement program with Challenger, ▇▇▇▇ and Christmas incurred during the twelve (12) month period following the Separation Date up to twelve months a maximum of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d)$15,000. (b) If Notwithstanding the foregoing, for a period of twelve (12) months following the Separation Date (the "Mitigation Period"), Executive shall have the affirmative duty to take reasonable efforts to seek other employment in which Executive is reasonably qualified or otherwise to mitigate Executive's right to any and all portions of the Severance Benefit. In the event the Company believes Executive has breached her agreement to seek other employment in which Executive is reasonably qualified or otherwise to mitigate Executive's right to any and all portions of the Severance Benefit, the Company agrees that it will notify Executive in writing (with such notice to be given in accordance with the notice provisions of this Separation Agreement) of such belief not less than fourteen (14) days prior to the Company's termination of any payments otherwise due to Executive pursuant to this Separation Agreement. Any money or other valuable consideration earned or otherwise received by Executive or credited to Executive's account (whether presently or on a deferred basis) from the provision of services (whether as an employee, independent contractor, consultant, advisor, or otherwise) during the Term Mitigation Period shall be offset against and serve to decrease any amounts of the Severance Benefit previously paid or payable to Executive under Section II(a). Executive agrees to notify the Company in writing immediately upon receiving or earning any such money or other valuable consideration. In addition, and without limiting the foregoing, the Company's obligation to pay the Severance Benefit (or any portion thereof, as applicable) is subject to the condition precedent that Executive shall have complied with the restrictive covenants set forth in Section VII hereof. The Company shall have no obligation to pay the Severance Benefit at any time after a breach by Executive of any covenant set forth in Section VII. Notwithstanding the foregoing provisions of this Agreement there Section II(b), however, in no event shall the amount of the Severance Benefit actually paid by the Company to Executive be less than Ten Thousand Dollars ($10,000) in the aggregate, regardless of any breach by Executive of the foregoing, which amount the parties agree is a CC Termination, then good and sufficient consideration for the Employee will be entitled to a severance payment (in addition to any other rights Release and other amounts payable to the Employee obligations of Executive under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d)this Separation Agreement. (c) Any severance payment payable The Company's obligation to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, pay the Severance Payment will be made in the second calendar year. HoweverBenefit (or any portion thereof, if Employee as applicable) is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and further subject to the Employee’s executing and delivering condition precedent that Executive shall not have revoked the general release of claims Release set forth in the form attached hereto as Exhibit B Section III hereof pursuant to any revocation rights afforded by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the releaseapplicable law. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, The Company shall have no obligation to pay the Severance Payment will be paid Benefit to Executive unless and until the Release becomes irrevocable by Executive under the Age Discrimination in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 Employment Act of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 71967.

Severance. Subject to the terms and conditions set forth below, in the event that (aA) your employment with Safeguard is terminated by Safeguard without “cause” (as defined below) or by you for “good reason” (as defined below) within 18 months following a “change of control” (as defined below) of Safeguard (“Change of Control Termination”) or (B) your employment with Safeguard terminates for any reason other than (i) your death or disability, (ii) Safeguard’s termination of your employment for cause or (iii) your resignation without good reason (such a termination, a “Severance Termination”), Safeguard will provide you with the following benefits, which together with any benefits provided under the applicable terms of any other plan or program sponsored by the Safeguard (other than any plan, program or arrangement intended to pay severance benefits following termination of employment), and applicable to you, will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. The benefits you receive under this New Agreement will be in lieu of all salary, accrued vacation and other rights that you may have against Safeguard or its affiliates, and, except as otherwise noted below, will be paid within the later of 45 days after your date of termination or Safeguard’s receipt of your request for reimbursement, subject to your execution and non-revocation of the General Release described below. l You will receive a payment in respect of your current year’s bonus equal to the product of (i) your annual target bonus (of at least $206,250), multiplied by (ii) Safeguard’s percentage achievement of its annual Management Incentive Plan objectives as determined by the Compensation Committee as of the end of the calendar quarter closest to your date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter for which the determination in (ii) is made. l If (A) there is a Change of Control Termination or (B) a Severance Termination, you will receive a lump sum payment equal to the product of (i) 1.5 multiplied by (ii) your annual base salary then in effect (which will not be less than $275,000). l Except as provided below, you will only vest in your interests under and you will receive benefits in accordance with the terms and conditions set forth in Safeguard’s various long-term incentive plans. l You will be entitled to reimbursement by Safeguard of the cost of up to 12 months’ continued coverage under Safeguard’s medical and health plans (not including dental coverage), less such co-payment amount payable by you under the terms of Safeguard’s medical insurance program, as it may be amended from time to time (which coverage will run concurrent with the coverage provided under Section 4980B of the Internal Revenue Code (the “Code”)). Such reimbursement shall be payable only for so long as you continue to pay the premiums for such insurance coverage. l You will receive a lump sum payment equal to the cost that would be incurred by Safeguard, as reasonably determined by Safeguard, to waive the applicable premium otherwise payable for COBRA continuation coverage for you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) with respect to dental insurance for a period of 12 months following the date of your termination. l You will receive a lump sum cash payment equal to the cost of life insurance coverage for a period of twelve (12) months, based on Safeguard’s monthly cost of such coverage on your termination agreement. l On or before the end of the second calendar year beginning after your termination of employment, Safeguard will reimburse you for up to $20,000 for documented outplacement services or office space which you secure within such time period. l You will be reimbursed promptly for all your reasonable and necessary business expenses incurred on behalf of Safeguard prior to your termination date in accordance with Safeguard’s customary policies. l If you experience a Change of Control Termination as described above, (A) you will become fully vested in all of your outstanding stock options and you may exercise (i) those stock options that were subject to time-based vesting during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (ii) those stock options that were subject to performance-based vesting during the 24-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you will become fully vested in all of your outstanding restricted stock awards and deferred stock units, if any. l If you experience a Severance Termination as described above, (A) you will become fully vested in your outstanding time-based stock options that were subject to time-based vesting and you may exercise those stock options during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), (B) you may exercise your vested outstanding performance-based options during the 12-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (C) the Board, in its discretion, may accelerate the vesting of any restricted stock grants and deferred stock units, if any. All compensation and benefits described in this New Agreement will be offered in return for and contingent on your execution, non-revocation and performance of the General Release and Agreement substantially in the form attached to this New Agreement as Exhibit A. Upon your termination of employment with Safeguard in connection with a change of control, as discussed above, if it is determined that any payment or distribution by Safeguard of benefits provided under this New Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code that would be subject to an excise tax under Section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this New Agreement. If the Company terminates Employee’s employment with aggregate present value to you of receiving the Company without Cause Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 6(c280G(d)(4) prior of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the expiration deduction limitations set forth in Section 280G of the Initial TermCode. All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within 10 days of the Company shall termination date. Any such determination by the Professional Advisor will be binding upon you and Safeguard. You will then, in your sole discretion, determine which and how much of the Change of Control Benefits will be eliminated or reduced consistent with the requirements of the foregoing paragraph. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard. Except as otherwise specifically provided in the section entitled “Severance Termination and Change of Control”, and subject to the requirements of the section entitled “Section 409A Compliance” below, Safeguard will pay Employee a severance payment an amount equal to twelve months you the lump sum payments described above within 45 days of Employee’s Base Salary as in effect on the your date of termination, subject to subsections your execution and non-revocation of the General Release and Agreement (cwhich will be substantially in the form attached as Exhibit A to this New Agreement, but with such changes, if any, as recommended by Safeguard’s counsel) and (d). (b) If during Non-Competition Agreement and such agreements have become effective. Safeguard will prepare the Term final release within five business days of this Agreement there is a CC Termination, then the Employee your termination of employment. You will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans have 21 days in which Employee is to consider the release although you may execute it sooner. Please note that the release has a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months rescission period of Employee’s Base Salary in effect on date of such CC Termination (or, seven days after which it becomes effective if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) not revoked. All other payments will be made in a lump sum within sixty (60) days to you on the next regularly scheduled payroll date after the date Employee’s employment is terminated giving rise on which they become due. Except with respect to such Severance Payment pursuant amounts subject to Section 7(a) or (b); provided that Employee executes and delivers delayed payment because of the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under application of Section 409A of the Code and (as described in the Severance Payment constitutes section entitled “nonqualified deferred compensation” that is subject to Section 409A Compliance” below ), Safeguard will pay interest on late payments at the prime rate at Safeguard’s agent bank plus two percent compounded monthly. In addition, Safeguard will pay all reasonable costs and expenses (including reasonable attorney’s fees and all costs of the Code, the Severance Payment arbitration) incurred by you to enforce this New Agreement or any obligation hereunder. Such payments will be made to you within 60 days of the date the expense is incurred but in no event later than the date which is on or before the Companylast day of the calendar year following the year in which the expense is incurred. In this New Agreement, the term “cause” means (a) your failure to adhere to any written Safeguard policy if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this New Agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any Safeguard fund or property; or (d) your conviction of, or your entering a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment. In this New Agreement, the term “good reason” means (i) your assignment (without your consent) to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than your current position, responsibilities, or duties; provided, however, that a mere change in your area of responsibilities will not constitute a material change if you are reasonably suited by your education and training for such responsibilities and you remain Senior Vice-President and Chief Financial Officer of Safeguard; (ii) a reduction of your base salary; (iii) the relocation of Safeguard’s first payroll payment date that principal executive offices to a location which is more than six 30 miles away from the location of Safeguard’s principal executive offices on the date of this New Agreement; or (6iv) months Safeguard’s material breach of this New Agreement. Notwithstanding the Severance Payment foregoing, no event or condition described in clauses (i) through (iv) will constitute good reason unless (a) you give Safeguard written notice of your intention to terminate your employment for good reason and the grounds for such termination, (b) the notice described in (a) is otherwise payable pursuant provided within 90 days after the event giving rise to this Agreement. the good reason termination occurs, and (dc) Employee acknowledges and agrees such grounds for termination (if susceptible to correction) are not corrected by Safeguard within 30 days after its receipt of such notice. If Safeguard does not correct the Severance Payment ground(s) for termination during the 30-day period following your notice of termination, your termination of employment for good reason must become effective within 90 days after the end of the cure period in order for your termination to which the Employee is entitled be treated as a “good reason” termination under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this New Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to your termination occurs more than 90 days after the Company any portion end of the Severance Payment that has been paid cure period, such termination will be treated as a voluntary termination other than for “good reason” and you will not be entitled to him pursuant to Section 7severance benefits under this New Agreement.

Severance. Notwithstanding any other provision of this Agreement: (aA) If the Company terminates Employee’s 's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause in accordance with Cause) or Section 6(c4(d) prior (by the Employee for Good Reason) (other than a Termination upon Retirement) during the Designated Term, then the Company shall, upon delivery to the expiration Company of a release of any claims of the Initial Term, Employee against the Company shall and its stockholders, directors, officers, employees, agents or other affiliates arising out of his employment relationship (other than claims to any compensation or benefits payable under or to be provided pursuant to this Section 5, or any rights of the Employee under Sections 6 or 7 hereof) executed by the Employee and reasonably satisfactory in form and substance to the Company (a "Severance Release"), --------- ------- continue to pay and provide to the Employee a severance payment an amount equal (A) the compensation payable to twelve months of Employee’s Base Salary as him pursuant to Section 3(a) hereof, and (B) the benefits provided to him pursuant to Section 3(c) hereof (the compensation and benefits described in effect on the date of termination, subject to subsections clauses (cA) and (dB). , together, such Employee's "Base Severance Compensation"), and, unless ---- --------- ------------ such Termination of Employment was a Termination for Under-Performance, (bC) If during any bonus accrued or earned by the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)the Bonus Plan and attributable to the Employee's performance for the portion of the year prior to his Termination of Employment, on a one-time only basis payable at the time of payment of bonuses to other executive employees under the Bonus Plan, and (D) payable in a lump sum in cash in for each year, 50% of an amount equal to the sum of: compensation payable to the Employee pursuant to Section 3(a), multiplied by a fraction, the numerator of which equals the aggregate bonus actually payable with respect to the preceding year to the Company's other executive employees in the same bonus pay-out range as the Employee was in prior to his Termination of Employment, and the denominator of which equals the aggregate salary of such other executive employees for such preceding year (the compensation described in clauses (C) and (D) together, such Employee's "Variable Severance Compensation") for a period -------- --------- ------------ (the "Initial Severance Period") equal to the longer of (i) twelve months the remainder of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)------- --------- ------ Designated Term, and (ii) the Employee’s Average Annual Bonusone-year period following the date of such Termination of Employment, subject but this clause (ii) only being applicable if, prior to subsections the earlier of (cx) the last day of the Designated Term and (dy) the thirtieth (30th) day from the date of such Termination of Employment, the Company shall have notified the Employee in writing of the Company's intention, in the Company's sole discretion, so to extend the Initial Severance Period (such notice, a "Severance Extension Notice"). . In the Company's sole discretion, the --------- --------- ------ Company may elect, either in the Severance Extension Notice, or by written notice to the Employee given no later than thirty (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (6030) days after prior to the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A end of the Code and the Initial Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six Period (6) months the Severance Payment is otherwise payable as it may have been extended pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this AgreementExtension Notice), he will immediately return to the Company any portion of the Severance Payment that has been paid continue to him pursuant to Section 7.pay and provide

Severance. (a) If Except as set forth in Section 2(b) below, in the Company terminates Employee’s event that your employment with the Company without Cause is terminated by Cubist Pharmaceuticals GmbH for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in accordance with Section 6(c) prior to the expiration of the Initial Term7 below (and your not revoking such release during any applicable revocation period), the Company Cubist Pharmaceuticals GmbH shall pay Employee you starting sixty (60) days following the date of your employment termination (or the next succeeding business day if such date is not a severance payment business day), an amount equal to twelve eighteen (18) months of Employee’s Base Salary as your then-current base salary, with such payment to be made in effect on twelve (12) equal semi-monthly installments, with the first payment retroactive to the day immediately following the date of termination, subject to subsections (c) and (d)your employment terminated. (b) If during In the Term event that your employment is terminated within twenty-four (24) months after a Change of this Agreement there is a CC Termination, then the Employee will be entitled Control but prior to a severance payment (in addition to any other rights and other amounts payable to sale by Cubist of all or substantially all of the Employee under Company plans in which Employee is a participantbusiness and/or assets of Cubist Pharmaceuticals GmbH, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: either (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and by Cubist Pharmaceuticals GmbH for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist Pharmaceuticals GmbH shall make a one-time, lump-sum payment to you equal to eighteen (18) months of your then current base salary plus Bonus on the Employee’s Average Annual Bonus, subject to subsections sixtieth (c60th) and day following the termination of your employment (dor the next succeeding business day if such date is not a business day). (c) Any severance amounts due to you under this Agreement shall be reduced by any payment payable due by CUBIST to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after you for the period starting on the day notice of termination is given and ending on the date Employee’s on which your employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreementactually terminates. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. Notwithstanding any other provision of this Agreement: (aA) If the Company terminates Employee’s 's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause in accordance with Cause) or Section 6(c4(d) prior (by the Employee for Good Reason) (other than a Termination upon Retirement) during the Designated Term, then the Company shall, upon delivery to the expiration Company of a release of any claims of the Initial Term, Employee against the Company shall and its stockholders, directors, officers, employees, agents or other affiliates arising out of his employment relationship (other than claims to any compensation or benefits payable under or to be provided pursuant to this Section 5, or any rights of the Employee under Sections 6 or 7 hereof) executed by the Employee and reasonably satisfactory in form and substance to the Company (a "Severance Release"), --------- ------- continue to pay and provide to the Employee a severance payment an amount equal (A) the compensation payable to twelve months of Employee’s Base Salary as him pursuant to Section 3(a) hereof, and (B) the benefits provided to him pursuant to Section 3(c) hereof (the compensation and benefits described in effect on the date of termination, subject to subsections clauses (cA) and (dB). , together, such Employee's "Base Severance Compensation"), and, unless ---- --------- ------------ such Termination of Employment was a Termination for Under-Performance, (bC) If during any bonus accrued or earned by the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)the Bonus Plan and attributable to the Employee's performance for the portion of the year prior to his Termination of Employment, on a one-time only basis payable at the time of payment of bonuses to other executive employees under the Bonus Plan, and (D) payable in a lump sum in cash in for each year, 50% of an amount equal to the sum of: compensation payable to the Employee pursuant to Section 3(a), multiplied by a fraction, the numerator of which equals the aggregate bonus actually payable with respect to the preceding year to the Company's other executive employees in the same bonus pay-out range as the Employee was in prior to his Termination of Employment, and the denominator of which equals the aggregate salary of such other executive employees for such preceding year (the compensation described in clauses (C) and (D) together, such Employee's "Variable Severance Compensation") for a period (the "Initial Severance Period") -------- --------- ------------ ------- --------- ------ equal to the longer of (i) twelve months the remainder of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)Designated Term, and (ii) the Employee’s Average Annual Bonusone-year period following the date of such Termination of Employment, subject but this clause (ii) only being applicable if, prior to subsections the earlier of (cx) the last day of the Designated Term and (dy) the thirtieth (30th) day from the date of such Termination of Employment, the Company shall have notified the Employee in writing of the Company's intention, in the Company's sole discretion, so to extend the Initial Severance Period (such notice, a "Severance Extension --------- --------- Notice"). In the Company's sole discretion, the Company may elect, either in the ------ Severance Extension Notice, or by written notice to the Employee given no later than thirty (30) days prior to the end of the Initial Severance Period (as it may have been extended pursuant to the Severance Extension Notice), to continue to pay and provide to the Employee his Base Severance Compensation for an additional period (the "Additional Severance Period") of up to one year ---------- --------- ------ following the end of the Initial Severance Period (as it may have been extended pursuant to the Severance Extension Notice), provided that the Additional Severance Period shall in no event extend beyond the second anniversary of the Employee's Termination of Employment. Upon payment in full of the Employee's Base Severance Compensation and, if and when applicable, his Variable Severance Compensation, as described in this Section 5(a), the Company's obligations to pay and provide the Employee with any other compensation otherwise payable to him pursuant to Section 3 hereof, and all other rights of the Employee under Sections 2, 3 and 5 hereof, shall cease as of the date of such payment in full. (cB) Any severance payment payable to Employee If the Employee's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause) or Section 4(d) (by the Employee for Good Reason) (other than a Termination upon Retirement) at any time after the end of the Designated Term, then if at the time of such Termination of Employment or within thirty (30) days thereafter, the Company shall, in its sole discretion, so have notified the Employee in writing (such notice, a "Severance --------- Notice") and the Employee shall have executed and delivered to the Company a ------ Severance Release, the Company shall continue to pay and provide to the Employee his Base Severance Compensation and, unless such Termination of Employee was a Termination for Under-Performance, his Variable Severance Compensation for a period of one year following the date of such Termination of Employment (the "Initial Post-Term Severance Period"), provided that, unless the Company shall ------- --------- --------- ------ have notified the Employee in writing at the time of his Termination of Employment that it did not intend to deliver a Severance Notice, the Employee's Base Severance Compensation shall be payable in any event for the portion of the 30-day period following the Termination of Employment prior to the Company's delivery either of a Severance Notice or of notice that the Company did not intend to deliver a Severance Notice. The Company may elect, in its sole discretion, by written notice to the Employee given no later than ninety (90) days prior to the end of the Initial Post-Term Severance Period to extend the period during which the Employee's Base Severance Compensation shall be payable and provided to the Employee for an additional period (also referred to herein as an "Additional ---------- Severance Period") of up to one year from the end of the Initial Post-Term --------- ------ Severance Period, provided that the total period during which his Base Severance Compensation shall be payable and provided to the Employee under this Section 7 5(b) shall in no event extend beyond the second anniversary of the Employee's Termination of Employment. In the event that no Severance Notice has been given within thirty (a “Severance Payment”) will be made in a lump sum within sixty (6030) days after the date of the Employee’s employment is terminated giving rise to such Severance Payment 's Termination of Employment pursuant to either Section 7(a4(c) (by the Company without Cause) or Section 4(d) (bby the Employee for Good Reason) (other than a Termination upon Retirement); provided that , then the Company's obligation to pay and provide the Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made with any compensation shall cease in the second calendar year. However, if Employee is a “specified employee” any event as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six thirtieth (630th) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the date of such Termination of Employment, and all other rights of the Employee under Sections 2, 3 and 5 hereof, shall be deemed to have ceased as of the date of such Termination of Employment. In the event that a Severance Notice is given in accordance with this Section 5(b), then upon payment in full of the Employee’s separation from service 's Base Severance Compensation, and, if and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearswhen applicable, his Variable Severance Compensation as described in this Section 5(b), the Severance Payment will be paid in Company's obligations to pay and provide the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance Employee with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid compensation payable to him pursuant to Section 73 hereof, and all other rights of the Employee under Sections 2, 3 and 5 hereof, shall cease as of the date of such payment in full. (C) If the Employee's employment with the Company terminates pursuant to any of Sections 4(a) (death or Disability), 4(b) (by the Company for Cause), or 4(e) (by the Employee without Good Reason) hereof, or as a Termination upon Retirement, then the Company's obligations to pay and provide the Employee with any of the compensation payable to him pursuant to Section 3 hereof, and all other rights of the Employee under Sections 2, 3 and 5 hereof, shall cease as of the date of such Termination of Employment. (D) The Employee shall not be required to mitigate the amount of any compensation payable to him pursuant to Sections 5(a) or 5(b) hereof, by seeking other employment or otherwise, provided, that in the event the Employee obtains other employment during any period for which compensation is being paid pursuant to Sections 5(a) or 5(b), the amount of compensation otherwise payable to the Employee pursuant to either of such sections shall be reduced by 50% for the period during which the Employee is so employed, provided, further, that in the event that the Employee provides evidence reasonably satisfactory to the Company that the amount of the resulting reduction in his compensation otherwise payable pursuant to Sections 5(a) or 5(b) hereof, as the case may be, exceeds the level of his compensation payable from such other employment, then his compensation pursuant to Sections 5(a) or 5(b) hereof, as applicable, shall be reduced for the period of such other employment by an amount equal to the aggregate amount of his compensation from such other employment during such period. The Employee shall promptly notify the Company if he obtains other employment during the applicable period. (E) Nothing in this Section 5 shall limit any other obligation which the Company may owe the Employee under any insurance policy, employee benefit plan or other retirement plan. Furthermore, upon any Termination of Employment of any type, the Company shall remain obligated to the Employee for (i) any accrued and unpaid base salary and vacation pay, (ii) reimbursement for reasonable out- of-pocket expenses incurred by Employee by or on behalf of the Company or otherwise in the performance of his duties and in accordance with applicable Company policies then in effect, and (iii) unless otherwise specified in any such plan, policy or program, payments or benefits explicitly provided under the terms of any plan, policy or program of the Company in which the Employee was a participant, or as otherwise required by applicable law.

Severance. (a) If Provided the Separation Date occurs, the Company terminates Employeeand the Executive agree that the Executive’s separation from employment with the Company without Cause will be treated as a “Qualifying Termination” (as defined in accordance with Section 6(cthe Employment Agreement), provided that the employment is not terminated due to a termination for “Cause” (as defined in the Employment Agreement) prior to the expiration of the Initial Term, the Separation Date. Accordingly, (a) The Company shall pay Employee a the Executive an aggregate cash severance payment an amount equal to twelve months of Employee’s Base Salary as Two Million and Forty-Thousand Dollars ($2,040,000.00) payable in effect on a lump sum, less all applicable taxes, withholdings and deductions, in the first payroll period following the date of terminationon which the Agreement becomes effective and non-revocable, and as provided for in the Employment Agreement, subject to subsections (c) Sections 2.3, 2.4 and (d)4.6 below. (b) If during Effective as of the Term of this Agreement there is a CC TerminationTermination Date, then and subject to Sections 2.3, 2.4 and 4.6 below, the Employee will Executive’s outstanding incentive equity awards shall be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: treated as set forth below: (i) twelve months All of Employeethe Executive’s Base Salary in effect on date of such CC Termination outstanding time-based restricted stock units (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance PaymentRSUs”) which would have otherwise vested within one year following the Termination Date (totaling 16,737 RSUs) will become vested as of the Termination Date and settled in shares of Company common stock, to be made in a lump sum provided to the Executive within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment Termination Date, pursuant to Section 7(athe terms and conditions of (a) or the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan and (b) Award Agreement – Restricted Stock Units, each dated (x) June 1, 2018, (y) February 27, 2019 and (z) February 25, 2020, between the Company and the Executive. (ii) All of the Executive’s stock options which would have otherwise vested within one year following the Termination Date (totaling 30,541 options) will become vested as of the Termination Date and shall remain outstanding and exercisable for a period of two (2) years (but not beyond the original expiration date) immediately following the Termination Date, pursuant to the terms and conditions of (a) the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan and (b) Award Agreement – Non-Qualified Stock Options, each dated (x) June 1 2018, (y) February 27, 2019 and (z) February 25, 2020, between the Company and the Executive. (iii) The Executive’s performance-based long term incentive awards (“PVRSUs”) held as of the Termination Date, shall vest and be paid pro-rata (totaling 11,832 shares); provided that Employee executes and delivers , based upon the release contemplated portion of the full performance period during which Executive was employed by Section 7(dthe Company plus twelve (12) and such release becomes effective and irrevocable. If such sixty months (60) day period spans two calendar yearsor if less, the Severance entire performance period remaining after the Termination Date), provided only that the performance goals applicable to the PVRSUs are achieved. Payment of any such PVRSUs will be made occur at the same time that such PVRSUs are paid to actively-employed employees generally, as set forth in the second calendar yearEmployment Agreement. HoweverThe Executive has no other outstanding incentive awards, if Employee is a equity awards or equity rights with the Company or any Released Party (“specified employeeReleased Party” defined throughout the Agreement herein as defined in regulations under the Release identified in Section 409A 2.4 and attached hereto as Exhibit A), except as set forth in subsection (b) and (h) and herein. For the avoidance of doubt, the Executive is not entitled to any future Company incentive awards or equity rights that may otherwise be provided to officers or employees of the Code Company after the date of this Agreement (January 19, 2021). Furthermore, for the avoidance of doubt, except as provided for in subsection (b) herein, nothing contained herein shall affect the terms of restricted stock shares or other equity compensation previously awarded to the Executive, under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan, as amended from time to time (“WHR Plan”) which shall continue to be governed under the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A terms and conditions of the Code, the Severance Payment will WHR Plan. (c) The Executive shall continue to be made on eligible to participate in the Company’s first payroll payment date that is more than six (6Officer Deferred Compensation Plan and 401(k) months Plan up to and including the Severance Payment is otherwise payable pursuant to this AgreementSeparation Date, in accordance with the terms thereof. (d) Employee acknowledges and agrees The Executive shall continue to participate in the Severance Payment to health plans in which she currently participates through the end of the month in which the Employee Separation Date occurs. Following the Separation Date, the Executive may elect to continue dental and vision plan coverage in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at her own expense; provided that the Company shall provide the Executive with a cash payment of twenty-nine thousand three hundred and fifty-four dollars ($29,354.00), less applicable taxes, withholdings and deductions (the “Health Reimbursement Payment”), which is meant to represent eighteen (18) months of the Executive’s estimated COBRA premiums for such coverage. The Health Reimbursement Payment shall be paid in a lump sum on or before the sixtieth (60th) day following the Separation Date, subject to Sections 2.3, 2.4 and 4.6 below. (e) To the extent the Executive would otherwise be entitled as an executive of the Company to participate in the Company’s executive health physical program, such entitlement will be provided to the Executive through December 31, 2021. (f) The Executive shall be eligible to continue to use the vehicle provided to her through the Company’s executive car lease program in which she currently participates, upon the same terms as currently are in effect for her, through the Separation Date and for a grace period of up to 15 calendar days thereafter. The Executive shall have the option to purchase the vehicle in accordance with the terms of such program for use, at her own expense. If the Executive chooses not to purchase the vehicle, the Executive shall relinquish the vehicle to the Company’s Human Resources Department on or before March 15, 2021. (g) The Executive shall be entitled to outplacement services rendered by a firm selected by the Company, provided the services are utilized no later than twelve (12) months following the Separation Date. (h) To the extent not otherwise paid prior to the Separation Date, the Executive will receive a 2020 Incentive Payment, in the form of an additional lump sum payment, subject to applicable taxes, withholdings and deductions, made payable, to the extent made payable and in the percentage made payable to actively employed associates of the Company, at the same time that incentive compensation awards, if any, for calendar year 2020 are paid. The 2020 Incentive Payment will be made subject to and determined based on the Company’s attainment of applicable performance goals, as certified, and in accordance with the terms and conditions of the Wyndham Hotels & Resorts 2020 Global Annual Incentive Plan. (i) The Executive may continue to use the financial services provided through the AYCO Company through the 2021 tax season ending on April 15, 2022. (j) Notwithstanding any other provision of this Agreement or the Employment Agreement, all payments to, vesting, benefits, and other rights of the Executive under this Section 7 is conditioned upon and 2.1 shall be subject to Sections 2.3, 2.4 and 4.6 of this Agreement. In addition, and without limitation of its rights at law or in equity, the Employee’s executing Company reserves the right to suspend payments to, vesting, benefits and delivering other rights of the general release Executive if the Company has a belief that the Executive is in breach of claims Section 3 of this Agreement, or otherwise is in breach of any representation, affirmation or acknowledgement by Executive under this Agreement or the form Release as defined in Section 2.4 herein and attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven A. (7k) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar yearsExcept as provided in this Section 2.1, the Severance Payment Executive acknowledges and agrees that she is not entitled to any severance benefits under any other severance plan, arrangement, agreement or program of the Company or its affiliates, or any of the Released Parties or any Released Party. (l) The Executive shall be entitled to keep her Company-issued iPhone (including the telephone number associated with the iPhone) (“Phone”), iPad (“iPad”), and laptop computer (“Laptop”). The Executive will provide the Company’s Information Security and Information Technology Departments with her Phone, iPad and Laptop, and the Company shall be paid in permitted to image the second calendar year. Employee’s right Phone, iPad and Laptop, remove and replace the hard drive associated with the Laptop and otherwise erase all information from the Phone, iPad and Laptop, and then return the Phone, iPad and Laptop to the Severance Payment is further conditioned upon Employee’s continued compliance Executive for her personal use. The Executive shall assume all financial responsibility associated with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreementthe Phone, he will immediately return to the Company any portion iPad and Laptop as of the Severance Payment that has been paid to him pursuant to Section 7Separation Date. The Company will provide reasonable transitional IT assistance.

Severance. You shall be eligible for the severance benefits described in this Section 8. a. In the event (ai) If the Company terminates Employee’s your employment with the Company without Cause (as defined below and other than due to your death or disability), or (ii) you terminate your employment for Good Reason (as defined below), and provided in accordance with either case of (i) or (ii) such termination or resignation constitutes a “separation from service” (as defined under Treasury Regulation Section 6(c1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) prior (such termination or resignation, an “Involuntary Termination”), then, in addition to the expiration of the Initial TermAccrued Obligations, the Company subject to your obligations below, you shall pay Employee a severance payment be entitled to receive an amount equal to twelve (12) months of Employee’s Base Salary as your then current base salary (ignoring any decrease in effect base salary that forms the basis for Good Reason), less all applicable withholdings and deductions, paid on the date of termination, subject to subsections schedule described below (c) and (dthe “Severance Pay”). (b) If during the Term of this Agreement there b. The Severance Pay is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: conditional upon (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination your continuing to comply with your obligations under your PIIA (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Terminationas defined below), ; and (ii) your delivering to the Employee’s Average Annual BonusCompany an executed separation agreement and general release of claims in favor of the Company, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum form attached hereto as EXHIBIT A, within the time period set forth therein, which becomes effective in accordance with its terms, which shall be no later than sixty (60) days after following your Separation from Service (the date Employee’s employment is terminated giving rise to such “Release”). The Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment Pay will be made paid in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made equal installments on the Company’s first regular payroll payment schedule over the period outlined above following the date of your Separation from Service; provided, however, that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject no payments will be made prior to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th sixtieth (60th) day following your Separation from Service. On the Employee’s separation from service and not revoking the release within the seven sixtieth (7) days after executing and delivering the release. If such forty-five (4560th) day period plus the seven (7) day revocation period spans two calendar yearsfollowing your Separation from Service, the Severance Payment Company will be paid pay you in a lump sum the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion amount of the Severance Payment Pay that has been you would have received on or prior to such date under the original schedule but for the delay while waiting for the sixtieth (60th) day, with the balance of the Severance Pay being paid to him pursuant to Section 7as originally scheduled.

Severance. (a) If the Company terminates EmployeeExecutive has a Separation from Service as a result of Executive’s employment with discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and clause (vii)(B), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid Base Salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Section 6(c) prior Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the expiration terms of such plans or agreements at the Initial Termtime of Executive’s Separation from Service, plus all amounts required to be paid to Executive under applicable law (the Company “Accrued Obligations”); (ii) Subject to Section 5(c) and Executive’s continued compliance with Section 6, Executive shall be entitled to receive severance pay Employee a severance payment in an amount equal to twelve months two-hundred percent (200%) multiplied by the sum of Employee(x) Executive’s annual Base Salary as in effect immediately prior to the date of Executive’s Separation from Service (ignoring any reduction in Base Salary in the event a reduction in Base Salary triggered Executive’s resignation for Good Reason), plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs (provided that, in the event Executive’s Separation from Service occurs more than sixty (60) days prior to a Change in Control or more than eighteen (18) months following a Change in Control, such bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); (iii) Subject to Section 5(c) and Executive’s continued compliance with Section 6, for the period beginning on the date of terminationExecutive’s Separation from Service and ending on the date which is twenty-four (24) full months following the date of Executive’s Separation from Service (or, subject if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to subsections provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (cincluding medical and dental) insurance benefits substantially similar to those provided to Executive and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable his or her dependents immediately prior to the Employee under date of such Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable cannot provide the foregoing benefits in a lump sum manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in cash in the Company incurring penalties under applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the sum of: (i) twelve months monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); (iv) Subject to Section 5(c) and Executive’s continued compliance with Section 6, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated as to the number of covered shares that would vest over the twelve (12) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such CC Termination)period, and vesting of all Stock Awards with performance-based vesting scheduled to be measured with respect to the fiscal year in which the Separation of Service occurs shall vest based on performance being deemed satisfied at target, with such acceleration to be effective as of the date of Executive’s Separation from Service (ii) provided that payment or settlement of such Stock Awards may be delayed as provided in the Employeegrant documents to the extent required by Section 409A of the Code); provided, however, that in the event Executive’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum Separation from Service occurs within sixty (60) days after prior to a Change in Control or within eighteen (18) months following a Change in Control, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated, and vesting of all Stock Awards with performance-based vesting shall vest based on performance being deemed satisfied at target, with such acceleration to be effective as of the later of (A) the date Employeeof Executive’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) Separation from Service or (b); B) the date of the Change in Control (provided that Employee executes and delivers the release contemplated by Section 7(d) and payment or settlement of such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will Stock Awards may be made delayed as provided in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of grant documents to the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to extent required by Section 409A of the Code, the Severance Payment will ). Nothing in this Section 5(a)(iv) shall be made on construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s first payroll payment date that is more than six (6equity plan(s) months and/or the Severance Payment is otherwise payable pursuant stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to this Agreement.be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; (dv) Employee acknowledges Subject to Section 5(c) and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon EmployeeExecutive’s continued compliance with Sections 8Section 6, a post-11 termination exercise period for outstanding stock options covering shares of this Agreement. If Employee breaches any Company common stock of his obligations twelve (12) months; provided, however, that in Sections 8-11 no event may an option be exercised after the expiration of this Agreementits maximum stated term; (vi) Subject to Section 5(c) and Executive’s continued compliance with Section 6, he will immediately return to the extent there remains any unpaid amount under the 2016 Executive Retention Bonus Plan as reflected by the Letter Agreement issued to Executive thereunder (the “Retention Plan”), any unpaid portion of Executive’s full Bonus Amount (as defined in the Retention Plan) paid less applicable withholdings on the first regularly scheduled payroll date that occurs on or after June 1, 2018 (and in any event, no later than June 30, 2018); (vii) Subject to Section 5(c) and Executive’s continued compliance with Section 6, if Executive’s Separation from Service as a result of Executive’s discharge by the Company any portion without Cause or by reason of Executive’s resignation for Good Reason occurs prior to June 1, 2017, or if Executive resigns for Good Reason as a result of the Company’s violation of clause (v) of the definition of Good Reason, then, in addition to the amounts and benefits set forth in clauses (i) through (vi) above, Executive shall be entitled to receive (A) additional severance pay in the amount, if any, by which (1) the amounts that would have been payable to Executive pursuant to Sections 3(c)(ii)(II) and 3(c)(vi) of the Severance Payment that has been paid Agreement (as defined below) as of the date of Executive’s Separation from Service if such Severance Agreement had remained in effect through such date and such amounts were payable to him Executive exceed (2) the amounts payable to Executive pursuant to Section 75(a)(vi) above, which excess (if any) shall be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service; (B) if the RSUs described in Section 4(b) have not been granted to Executive prior to the date of Executive’s Separation from Service, additional severance pay in the amount of $3,625,000, payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service; (C) the full acceleration of vesting of Executive’s outstanding stock options and stock appreciation rights that were outstanding as of December 1, 2016 and an extension of the exercise period of Executive’s stock options and stock appreciation rights until the earlier of (1) five (5) years from the date of Executive’s Separation from Service, or (2) the remaining life of the equity grants; and (D) eighteen (18) months outplacement services provided by an outplacement vendor selected by the Company.

Severance. (a) If the Company terminates Employee’s Upon termination of your employment with the Company without Cause in accordance with Section 6(c) prior hereunder pursuant to the expiration this letter agreement, all obligations of the Initial Term, the Company shall cease, except the Company’s obligations to (i) pay Employee a the compensation set forth in Section 2 hereof through the date of such termination, (ii) provide the benefits set forth in Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance payment benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(b) below. (b) In connection with your separation from the Company, you shall be entitled to (i) an amount equal to twelve months (12) months’ severance pay at the monthly rate of Employee’s your current Base Salary as of $280,000, payable in effect on twelve (12) equal monthly installments commencing with the first month after your date of termination, subject (ii) continued medical coverage through COBRA for you and your family for twelve (12) months following your date of termination on the same terms and conditions (including cost sharing) made available to subsections senior executives of the Company; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (c12) and month period, (d). (biii) If during the Term immediate vesting of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to 50% of the sum of: Applicable Percentage (as defined below) of your outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exercisable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) equal to $21,587 (v) an aggregate amount (the “Termination Bonus”) equal to $154,000. “Applicable Percentage” means 55%. The Pro Rata Bonus shall be paid at such time as bonuses are paid to other senior executives (scheduled for February 2010) and the Termination Bonus shall be paid in 12 equal monthly installments in accordance with the provisions of clause (i), above. (c) Notwithstanding anything to the contrary contained herein, you shall be entitled to the benefits described in Section 5(b) if and only if (i) twelve months you have executed and delivered to the Company within 30 days of Employee’s Base Salary in effect on date your separation a mutual general release of such CC Termination (orall claims against you, if greater, the highest Base Salary in effect during the three year period ending on the date one hand, and the Company and its directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT B attached hereto (with such CC Terminationmodifications as may be necessary to comply with then-existing legal requirements), and (ii) subsequent to your separation, you shall not have (A) revoked or breach the Employee’s Average Annual Bonusprovisions of such general release or breached or otherwise failed to comply with the provisions of Sections 7, subject 8 or 9 of this letter agreement, or (B) applied for unemployment compensation chargeable to subsections (c) and (d)the company during such severance period. (cd) Any severance Notwithstanding anything herein to the contrary, if, at the time any payment is payable to Employee you pursuant to the provisions of this letter agreement as a result of your “separation from service” (within the meaning of Section 7 409A of the Internal Revenue Code of 1986, as amended (a the “Severance PaymentCode”) will be made in a lump sum within sixty (60) days after and the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (bregulations promulgated thereunder); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made Company or any company in the second calendar year. Howeveraffiliated group in which the Company’s financial statements are consolidated in accordance with generally accepted accounting principles has a class of equity securities traded on an established domestic or foreign securities market or otherwise including, if Employee is without limitation, trading on an American exchange only as American Depositary receipts and you are then designated a “specified employeeperson” (as such term is defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject regulations promulgated thereunder) on a list prepared by the Company periodically pursuant to Section 409A of the CodeCode and the regulations promulgated thereunder, then, to the Severance Payment will be made on extent required by Section 409A of the Company’s first payroll payment Code and the regulations promulgated thereunder, during the six month period from and after the date that is more than six (6) months of your “separation from service” the Severance Payment is otherwise amount payable to you pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this provisions of Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 5 of this Agreement. If Employee breaches any letter agreement shall not exceed the lesser of his obligations in Sections 8-11 of this Agreement, he will immediately return to (x) two times your annual base compensation or (y) two times the Company any portion of the Severance Payment that has been paid to him amount determined pursuant to Section 7401(a)(17) of the Code, and any excess amount which accrues to you during such period shall be withheld during such period and paid to you in a lump sum upon the expiration of six months after the date of “separation from service” (or, if earlier than the end of such six month period, upon your death).

Severance. If the Executive’s employment is terminated: (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(cas a result of Sections 6.01(b) prior to the expiration of the Initial Termor 6.01(c), then the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s the Executive or his estate, as the case may be, his full Base Salary as in effect on for a period of six (6) months from the date of termination, subject and, for a period of one-year following the date of termination, the Company shall continue to subsections (c) provide or arrange to provide the Executive and (d)his dependents with life, disability, accident and health insurance benefits substantially similar to those provided to the Executive immediately prior to the date of termination. (b) If during the Term as a result of this Agreement there is a CC TerminationSections 6.01(d) or 6.01(e), then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable Company shall pay to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: Executive (i) twelve months of Employee’s his full Base Salary in effect on Salary, pro-rated bonuses for the current year and Benefits prorated through the effective date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), termination and (ii) additional Base Salary, payable in accordance with the EmployeeCompany’s Average Annual Bonusthen current payroll policies and practices, subject plus additional Benefits, for the period from the date of termination until one year after the date of termination (provided, however, if participation by the Executive in any Benefit plan or program after the termination of his employment is not permitted under such plan or program, then the Company will provide him with the equivalent benefits); the Executive shall be reimbursed for any expenses incurred by him pursuant to subsections Section 4.04 through the effective date of such termination. In addition, provided that any level of the performance milestones as set forth on Schedule I for the first twelve (c12) months through December 31, 2008 have been achieved, all remaining options granted to the Executive shall immediately vest and be exercisable as of the date of termination, and for a period from the date of termination until the later of the date on which the Initial Term would have expired and one-hundred-eighty (d)180) days after the date of termination. The Company shall be obligated to pay the full amount of any severance owing to the Executive pursuant to this Section 6.02(b) irrespective if executive obtains employment during such severance period and there shall be no offset to any severance amounts payable as a result of such new employment. (c) Any severance payment payable as a result of Sections 6.01(a) or 6.01(f), then the Company shall pay to Employee the Executive his full Base Salary and Benefits prorated through the date of termination, the Executive shall be reimbursed for any expenses incurred by him pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after 4.04 through the termination date, and all unvested or unexercised options shall expire as of the date Employeeof termination. If such Executive’s employment is terminated giving rise to such Severance Payment pursuant to as a result of Section 7(a) 6.01 (a), Section 6.01(f), or (b); provided that Employee executes and delivers a violation of Section 5.03, any options exercised by the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) Executive within three months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject prior to the Employee’s executing and delivering the general release date of claims in the form attached hereto as Exhibit B termination can be repurchased by the 45th day following the Employee’s separation Company from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 Executive for a ▇▇▇▇ purchase price of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7$1.00.

Severance. Subject to your continued compliance with the terms of this Agreement, so long as prior to August 1, 2026 (1) your employment does not terminate as a result of your voluntary resignation unless otherwise agreed to by the parties, (2) your employment is not terminated by the Company for “Cause” (as defined in your offer letter agreement with the Company dated June 5, 2025 (the “Offer Letter”), and subject to you signing this Agreement a second time (so that it becomes irrevocably effective within 60 days following the termination of your employment by you or by the Company (such date of termination of employment referred to herein as the “Separation Date”), and allowing it to become effective and irrevocable, and (3) your compliance with your obligations hereunder (collectively, the “Preconditions”), then the Company will provide you with the following severance benefits described in the Offer Letter (capitalized terms not defined herein shall have the meanings ascribed to them in such offer letter agreement): (a) If An amount equal to 12 months of your then‐current Base Salary, less all applicable withholdings and deductions, paid over such 12‐month period. This amount will be paid in equal installments on the Company terminates EmployeeCompany’s employment with regular payroll schedule and will be subject to applicable tax withholdings over the Company without Cause in accordance with Section 6(c) period following the date of your termination date; provided, however, that no payments will be made prior to the expiration of 60th day following your Separation from Service. On the Initial Term60th day following your Separation from Service, the Company shall will pay Employee you in a lump sum the severance payment an amount equal benefits that you would have received on or prior to twelve months such date under the original schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of Employee’s Base Salary the Release (as in effect on defined herein), with the date of termination, subject balance to subsections (c) and (d)be paid as originally scheduled. (b) If during the Term of this Agreement there is a CC Terminationyou timely elect continued coverage under COBRA, then the Employee will be entitled Company shall pay the entire COBRA premiums necessary to a severance payment (continue your health insurance coverage in addition to any other rights effect for yourself and other amounts payable to your eligible dependents on the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to termination date until the sum of: earliest of (i) twelve months the close of Employee’s Base Salary in effect on date the 12‐month period following the termination of such CC Termination (oryour employment, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonusexpiration of your eligibility for the continuation coverage under COBRA, subject to subsections (c) and (d)iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. (c) Any severance payment payable to Employee pursuant to this Section 7 If a Change in Control (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six 2024 Equity Incentive Plan) occurs within three (63) months following the Severance Payment is otherwise payable pursuant Separation Date, any service-based vesting requirements with respect to this Agreementyour then outstanding Company stock options, restricted stock awards, and restricted stock unit awards, if any, shall be deemed fully satisfied and any performance-based vesting requirements with respect to such options and awards, if any and as applicable, shall be deemed satisfied at target. (d) Employee acknowledges You are not entitled to or due the severance benefits described above unless you sign and agrees return this Agreement and satisfy the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7Preconditions.

Severance. (a) If you remain employed with the Company terminates Employee’s through the Termination Date, or, if prior to the Termination Date, your employment with the Company is terminated by the Company without Cause as defined in the CIC Plan, then, subject to you executing and not revoking this Agreement in accordance with Section 6(c) prior to its terms, you will receive the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d).following: (ba) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount Payments equal to the sum of: (i) twelve months $162,500.00, which represents 50% of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), your annual base pay and (ii) an amount equal to a pro-rata share of your target bonus for calendar year 2015 of approximately $186,986 less applicable tax withholding, payable over the Employee6-month period following your Actual Termination Date pursuant to the terms of the CIC Plan. You agree and acknowledge that these payments are the only cash incentive for which you are entitled to receive payment. For avoidance of doubt, you will not be entitled to any incentive compensation for calendar year 2016. (b) If you properly elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA under the Company’s Average Annual Bonusgroup health plans and timely pay the applicable required premium for such coverage, subject to subsections the Company will, until the earlier of (cA) six (6) months following the Actual Termination Date, or (B) the date upon which you and (d)your eligible dependents are no longer eligible for COBRA continuation coverage, reimburse the premium costs for you and your eligible dependents for COBRA continuation coverage. (c) Any severance payment payable Vesting acceleration with respect to Employee pursuant each of your outstanding Equity Awards as set forth on Schedule 1, effective as of the Effective Date. You will have until the 12 month anniversary of your Actual Termination Date to exercise any stock options to the extent they have vested on that date (after taking into account the vesting acceleration set forth in this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b2(c); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges For avoidance of doubt, if a Change in Control (as defined in the CIC Plan) occurs within the three (3)-month period following your Actual Termination Date, you will be entitled to receive the benefits under Section 4.2 of the CIC Plan in lieu of the benefits set forth in Sections 2(a)-(c) of this Agreement in accordance with the terms of the CIC Plan. Further, and agrees for the Severance Payment avoidance of doubt, if you resign from or otherwise voluntarily terminate your employment with the Company for any reason prior to which the Employee is Termination Date, you will not be entitled under to any severance payments pursuant to this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 72 or otherwise.

Severance. (a) If In consideration of your commitments as set forth herein, the Company terminates Employee’s employment agrees to provide you with severance in the Company without Cause form of (i) twelve (12) months of base salary continuation for an aggregate amount of $267,500 which shall be paid in accordance with Section 6(c) prior to the expiration of the Initial Term, the Company shall pay Employee a severance payment an amount equal to twelve months of EmployeeCompany’s Base Salary as in effect customary payroll practices starting on the first payroll date of terminationon or after the Effective Date, subject to subsections as defined herein, and ending twelve (c12) and months later, (d). (bii) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash payment in an amount equal to $66,875 representing 50% of your target bonus for the sum of: 2023 fiscal year, payable on the first payroll date on or after the Effective Date, (iii) acceleration of vesting of 98,246 shares of the Company’s common stock underlying your restricted stock unit grant dated February 16, 2022, representing twelve months of acceleration of vesting, and (iv) if you timely elect to receive continuation coverage under the Company’s group health, dental and/or vision plans for yourself, your spouse and/or your eligible dependents pursuant to COBRA, the Company will reimburse you for the COBRA premiums, if any, paid by you for such continuation coverage for twelve (12) months or until such COBRA continuation coverage otherwise expires (collectively, the payments and benefits described in clauses (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination through (or, if greateriv), the highest Base Salary “Severance Pay”). The shares of the Company’s common stock issuable pursuant to clause (iii) above will be issued as soon as reasonably practicable after the Effective Date of this Agreement. The Severance Pay shall be subject to normal withholdings and deductions. You acknowledge that the Severance Pay constitutes special consideration to you in effect during exchange for the three year period ending on promises made in this Agreement. In order to receive the date of such CC Termination)Severance Pay, you must: a) Perform all duties assigned to you and transition your job duties using your best judgment, professionalism, and abilities through the Separation Date; and b) On or after the Separation Date but no later than twenty-one (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (6021) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is Company presented you with a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 copy of this Agreement, he will immediately return to you must sign this Agreement and must not revoke the Company any portion of Agreement. You may not sign this Agreement before the Severance Payment that has been paid to him pursuant to Section 7Separation Date.

Severance. (a) If the Company terminates EmployeeExecutive has a Separation from Service as a result of Executive’s employment with discharge by the Company without Cause in accordance with Section 6(c) prior to the expiration or by reason of the Initial TermExecutive’s resignation for Good Reason, the Company Executive shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the date of termination, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a receive, in lieu of any severance payment benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participantii), but without duplication for any amounts due to Employee pursuant to Section 7(a)) will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in cash effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, Executive shall be entitled to receive severance pay in an amount equal to one-hundred percent (100%) multiplied by the sum of: of (ix) twelve months of EmployeeExecutive’s Base Salary annual base salary as in effect on immediately prior to the date of such CC Termination Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year US-DOCS\105966963.2 in which Executive’s Separation from Service occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); and (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if greaterearlier, the highest Base Salary in effect during date on which the three year applicable continuation period ending on under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such CC Termination)Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, and (ii) or if the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made Company cannot provide the foregoing benefits in a lump sum within sixty (60) days after manner that is exempt from or otherwise compliant with applicable law or the date Employee’s employment is terminated giving rise to provision of such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made benefits may result in the second calendar year. HoweverCompany incurring penalties under applicable law (including, if Employee is a “specified employee” as defined in regulations under without limitation, Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A 2716 of the CodePublic Health Service Act), instead of providing continued health insurance benefits as set forth above, the Severance Payment will be made on Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s first payroll payment health plans as of the date that is more than six of Executive’s Separation from Service (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject calculated by reference to the Employee’s executing and delivering the general release of claims in the form attached hereto premium as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7date of Separation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof).

Severance. (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior Subject to the expiration Executive’s execution of and the effectiveness of a General Release in a form identical to or substantially the same as the release attached as Exhibit A hereto (the “Release”) within twenty-eight (28) days of the Initial Date of Termination, if a Terminating Event occurs within twenty-four (24) months following a Change in Control (or during a Potential Change in Control Period) and during the Term, then the Company shall pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as the Executive the amounts, and provide the Executive the benefits, described in effect on the date of terminationthis Section 6.1 (“Severance Payments”), subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights payments and other amounts payable benefits to which the Executive is entitled under Section 5. Except as described above or in Section 9.1, the Executive shall not be entitled to benefits pursuant to this Section 6.1 unless a Change in Control shall have occurred during the Term. (A) The Company shall pay to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in Executive a lump sum severance payment, in cash in an amount cash, equal to two (2) times the sum of: of (i) twelve months of Employee’s the Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination)Salary, and (ii) the Employee’s Average Annual BonusTarget Bonus Amount in respect of the fiscal year in which the Date of Termination occurs (without giving effect to any event or circumstance constituting Good Reason), subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to assuming for this Section 7 (a “Severance Payment”) will purpose attainment of 100% of any applicable target. Such amount shall be made paid in a one lump sum within sixty payment no later than thirty (6030) days following the Date of Termination; provided, however, that if the Terminating Event is during a Potential Change in Control Period, or after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers Change in Control but the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made Change in Control does not constitute a change in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A ownership or effective control of the Code and Company, or in the Severance Payment constitutes “nonqualified deferred compensation” that is subject to ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code, and the Severance Payment will be made on the Company’s first payroll payment date Executive otherwise has a contractual right to severance that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release considered deferred compensation within the seven (7) days after executing and delivering meaning of Section 409A of the release. If Code, such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will amount shall be paid in the second calendar yearsame form (e.g., lump sum, salary continuation, etc.) as set forth in such contract beginning with the first payroll date that occurs thirty (30) days after the Date of Termination. (B) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents health and dental insurance benefits on the same terms and conditions as though the Executive had remained an active employee. Employee’s right The cost of providing the benefits set forth in this Section 6.1(B) shall be in addition to (and shall not reduce) the Severance Payments. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be reduced to the Severance Payment is further conditioned upon Employee’s continued compliance extent the Executive becomes eligible to receive comparable benefits from a new employer or pursuant to a government-sponsored health insurance or health care program. (C) The Company shall pay the cost of providing the Executive with Sections 8-11 outplacement services up to a maximum of this Agreement$45,000, provided that (i) the Executive begins to utilize such services within six months following the Date of Termination and completes the utilization of such services no later than the last day of the calendar year following the calendar year that contains the Date of Termination, and (ii) such services are provided by an outplacement provider approved by the Company (which approval shall not be unreasonably withheld, delayed or conditioned). If Employee breaches any Such payment shall be made by the Company directly to the service provider promptly following the provision of his obligations in Sections 8-11 of this Agreement, he will immediately return such services and the presentation to the Company any portion of documentation of the Severance Payment that has been paid to him pursuant to Section 7provision of such services.

Severance. In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (aA) If a lump sum cash severance payment equal to two (2) times the Company terminates Employee’s employment with higher of (1) the Company without Cause in accordance with Section 6(c) base salary which Employee was receiving immediately prior to the expiration Change in Control or (2) the base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payment shall be paid on the sixtieth (60th) day following the Change in Control Involuntary Termination; (B) a lump sum cash payment equal to two (2) times Employee’s Target Annual Bonus; and (C) payment by the Company of the Initial Termfull cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Change in Control pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the twenty-four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment; except that any payments under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in all cases to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee is likely to cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), the Company shall pay Employee a severance payment an monthly amount in cash equal to twelve months the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s Base Salary as termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a provider and in effect on a program selected by the date Employee, provided Employee commences such services within ninety (90) days of terminationEmployee’s Change in Control Involuntary Termination date). For the avoidance of doubt, subject to subsections (c) and (d). (b) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to if any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee payments or benefits have been provided pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c2(b)(ii) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”2(a)(ii) will becomes applicable, such payments or benefits shall directly reduce the payments and benefits due hereunder and no further payments or benefits shall be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment provided pursuant to Section 7(a) or (b2(b)(ii); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, the Severance Payment will be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s separation from service and not revoking the release within the seven (7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment that has been paid to him pursuant to Section 7.

Severance. (a) If Except as set forth in Section 2(b) below, in the Company terminates Employee’s event that your employment with the Company without Cause is terminated by Cubist for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in accordance with Section 6(c) prior to the expiration of the Initial Term7 below (and your not revoking such release during any applicable revocation period), the Company Cubist shall pay Employee you starting sixty (60) days following the date of your employment termination (or on the next succeeding business day if such date is not a severance payment business day), an amount equal to twelve twenty-four (24) months of Employee’s Base Salary as your then-current base salary, with such payment to be made in effect on twelve (12) equal semi-monthly installments, with the first payment retroactive to the day immediately following the date of termination, subject to subsections (c) and (d)your employment terminated. (b) If during In the Term event that, within twenty-four (24) months after a Change of this Agreement there Control, your employment is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: terminated either (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and by Cubist for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall make a one-time, lump-sum payment to you equal to twenty-four (24) months of your then current base salary plus Bonus on the Employee’s Average Annual Bonus, subject to subsections sixtieth (c60th) and day following the termination of your employment (dor on the next succeeding business day if such date is not a business day). (c) Any In the event that you become entitled to severance payments under Section 2(a) or 2(b) of this Agreement, Cubist shall provide you with health insurance assistance for a period of up to 24 months, as described in this paragraph. Subject to (i) your having timely elected continuation coverage under the federal law known as “COBRA”, (ii) your timely payment payable of the active employee portion of the monthly COBRA premium for each month during the period described below and (iii) such continuation coverage not having terminated, for a period of up to Employee eighteen (18) months beginning on the first day of the month after the month in which your employment terminates or, if earlier, until such time as your COBRA coverage terminates, Cubist shall be responsible for the balance of the premium during this period. For the remainder of the 24-month period beginning on the first day of the month after the month in which your employment terminates, (i) if you continue to be eligible for COBRA coverage after such 18-month period, Cubist will continue to pay the employer portion of your premium as described in the preceding sentence, subject to the conditions set forth therein, and (ii) if you cease to be eligible for COBRA solely by reason of the 18-month limitation generally applicable under COBRA, Cubist will provide to you, on a taxable basis, reimbursements for substantiated health care premium payments made by you up to an amount equal to the portion of the monthly COBRA premium covered by Cubist in the last month of such 18-month period. (d) Notwithstanding any other provision with respect to the timing of payments under this Section 2, in order to comply with the requirements of Section 409A, if any amount or benefit to be paid to you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the meaning of, and subject to, Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However409A, if Employee is you are a “specified employee” (as determined by Cubist in its sole discretion and as defined in regulations below) on the date of your termination of employment, any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the first six (6) months following the date of your termination of employment shall not be paid until the date which is the first business day of the seventh month following your termination. For purposes of the preceding sentence, the term “specified employee” means an individual who is determined by Cubist to be a specified employee under Section 409A 1.409A-1(i) of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is Treasury Regulations. Cubist may, but need not, elect in writing, subject to the applicable limitations under Section 409A of the Code, any of the Severance Payment will special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be made on the Company’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to deemed part of this Agreement. For purposes of the Treasury Regulations under Section 409A, each payment described in this Section shall be treated as a separate payment. (de) Employee acknowledges and agrees the Severance Payment For purposes of this Agreement, references to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release termination of claims in the form attached hereto as Exhibit B by the 45th day following the Employee’s employment, separation from service and not revoking the release within the seven similar or correlative terms mean a “separation from service” (7as defined at Section 1.409A-1(h) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, the Severance Payment will be paid in the second calendar year. Employee’s right to the Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of this Agreement. If Employee breaches any of his obligations in Sections 8-11 of this Agreement, he will immediately return to the Company any portion of the Severance Payment Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that has been paid would be treated as a single “service recipient” with Cubist under Section 1.409A-1(h)(3) of the Treasury Regulations. A termination of employment for Good Reason or by Cubist for any reason other than for Cause under this Agreement is intended to him pursuant to satisfy the meaning of “involuntary separation from service” (as defined in Section 71.409A-1(n) of the Treasury Regulations).