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

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates EmployeeExecutive’s employment during the Initial Term other than involuntarily without Cause (a) excluding any termination due to Employee’s death or Disability Disability) or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions limitations of Sections 7 and 8 below, Executive shall be entitled to receive: (i) Company shall provide continuing severance pay at a severance payment rate equal to three one hundred percent (3100%) of the Executive’s Base Salary, as then in effect (less applicable withholding), for a period of twelve (12) months from the date of Employeesuch termination, paid in accordance with the Company’s salary normal payroll practices; (ii) to the extent not already earned and accrued, a lump sum equivalent to one hundred percent (100%) of Executive’s EIP bonus as in effect at the time of the Date applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of Termination the Company (for avoidance of doubt in no case would Executive be entitled to more than one EIP bonus payment under the terms of this provision); (iii) accelerated vesting of Executive’s outstanding Company service-based restricted stock units that would have vested had Executive remained employed by the Company for twelve (12) months following the termination date, and subject to any required approval by the Committee, such approval not to be unreasonably withheld; and (iv) provided Executive timely elects healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“Severance PaymentCOBRA”), divided and paid in equal installments over a period Company reimbursement of three (3) months in accordance with CompanyExecutive for, or direct payment of, Executive’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate level in effect immediately prior to such Executive’s termination) for Employee and Employee’s covered dependents until the earliest earlier of twelve (A) the date that is three (312) months following the Date of Termination, (B) termination date or the date Executive becomes covered under similar plans. If the Company determines, in its sole discretion, that Employee it cannot provide the foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under, applicable law, the Company will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Executive elects COBRA and continue until the earlier of twelve (12) months following termination or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedExecutive becomes covered under similar plans.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates EmployeeExecutive’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for without Cause (as defined belowbelow and other than as a result of Executive’s death or disability); , or (2) if Employee Executive resigns from Employee’s his employment for Good Reason (as defined below) during ), then the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s pay Executive any base salary as of and accrued and unused vacation benefits earned through the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below)termination, and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to such termination) for Employee the Company an executed waiver and Employee’s covered dependents until the earliest release of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release claims in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with be provided by the Company (the “Release”)) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (23) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on or before the effective date of the Release, Employee must have the Executive shall be vested in one hundred percent (i100%) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any other agreement between Employee and Company, (ii) agreed payments otherwise scheduled to cooperate in be made prior to the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct effective date of the Company or any of its affiliates. All other Company obligations to Employee will Release shall accrue and be automatically terminated and completely extinguishedpaid in a lump sum on the first payroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If (1) the Company terminates Employeethe Executive’s employment during the Initial Term other than Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to section 12 hereof: a. Within 20 business days of the termination of employment pay the Executive a lump sum equal to: (a) due to Employee’s death i), if the Executive has been continuously employed by the Bank for 6 full years or Disability or (b) for Cause (as defined below); or more, two (2) years of Base Salary plus a Pro-rata Bonus Amount or (ii), if Employee resigns from Employeethe Executive has been continuously employed by the Bank for less than 6 full years but more than three years, then one (1) year of Base Salary plus a Pro-rata Bonus Amount; and b. Continue to provide the Executive with medical, dental and life insurance for the period equal to the equivalent period of the lump sum payment (i.e. 1 or 2 years) as were provided at the time of termination of his employment with the Company, at the Company’s cost (subject to normal co-pays, deductible and employee contributions). Upon expiration of benefit coverages, full COBRA benefits (18 months) will be made available to Executive. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason (as defined below) during the Initial TermContract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, Employee shall receive hospitalization and insurance benefits due under this section, the Accrued Amounts on the Date of Termination andExecutive, in addition, subject after giving 10 days’ written notice to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of identifying the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below)failure, and (ii) shall be entitled to recover from the Company will reimburse Employee for COBRA premiums (at the coverage levels all of his reasonable legal fees and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage expenses incurred in connection with new employment (his enforcement against the “COBRA Benefit”)Company of the terms of this Agreement. Company’s obligation to pay Employee the Severance Payment and COBRA Benefit The Executive shall be conditioned on Employee’s satisfaction denied payment of his legal fees and expenses only if a court finds that the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out Executive sought payment of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliatesfees without reasonable cause. All other Company obligations to Employee will be automatically terminated and completely extinguished10.

Termination Without Cause or Resignation for Good Reason. The Employer may terminate the Executive without Cause during the Contract Period by four weeks’ prior written notice to the Executive, and the Executive may resign for Good Reason during the Contract Period upon four weeks’ prior written notice to the Employer specifying the Good Reason. If (1) Company the Employer terminates Employeethe Executive’s employment during the Initial Term other than Contract Period without Cause or if the Executive resigns for Good Reason, the Employer shall, within twenty (a20) due business days of the termination of employment, pay the Executive a lump sum equal to Employee’s death or Disability or (b) for Cause (as defined below); or two (2) times the highest annual compensation, including only salary and cash bonus, paid to the Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). During the remainder of the Contract Period, the Employer shall continue to provide the Executive with and pay for medical and hospital insurance, disability insurance and life insurance benefits, as were provided and paid for in the time of the termination of his employment with the Employer; provided that, if at any time during the remainder of the Contract Period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to the Employee resigns by the successor employer, be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive’s new employer. The Employer shall also sell to the Executive for a purchase price of $1.00 the automobile, if any, used by the Executive while employed by the Employer. The Executive acknowledges that the sale of the automobile to the Executive may generate employee compensation to the Executive, and agrees that the Employer may withhold from Employee’s the Lump Sum Payment that amount which is necessary for the Employer to fully satisfy its withholding obligations under federal and state law. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Employer of his employment without Cause or a resignation for Good Reason (as defined below) during the Initial TermContract Period. If the Employer fails to pay the Executive the Lump Sum Payment or to provide him with the benefits due under this section, Employee shall receive the Accrued Amounts on the Date of Termination andExecutive, in addition, subject after giving ten (10) days’ written notice to the Severance Conditions belowEmployer identifying the Employer’s failure, (i) Company shall provide a severance payment equal be entitled to three (3) months recover from the Employer all of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided his reasonable legal fees and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage expenses incurred in connection with new employment (his enforcement against the “COBRA Benefit”)Employer of the terms of this Agreement. Company’s obligation The Employer agrees to pay Employee such legal fees and expenses to the Severance Payment and COBRA Benefit Executive on demand. The Executive shall be conditioned on Employee’s satisfaction denied payment of his legal fees and expenses only if a court finds that the following (the “Severance Conditions”): (1) Employee must first sign, Executive sought payment of such fees without reasonable cause and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedbad faith.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, subject then the Executive shall be entitled to the Severance Conditions below, following: (i) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three times the highest annual compensation, consisting solely of salary (3including any 401(k) months plan deferral) and bonus, paid to (or in the case of Employee’s salary as bonus accrued for) the Executive during any calendar year in each of the Date of Termination (three calendar years immediately prior to the “Severance Payment”), divided and paid Change in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Control; (ii) the Company will reimburse Employee shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for COBRA premiums the Company for three years after the date of termination, the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in Control or otherwise during such period; (at iii) the coverage levels and at Company shall, within 20 business days of the Companytermination of employment, pay the Executive a lump sum amount equal to one hundred twenty-paid rate in effect immediately prior to such terminationfive percent (125%) for Employee and Employee’s covered dependents until the earliest of (A) the date that is aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) months following years of the Date health, hospitalization and medical insurance coverage that was being provided to the Executive (and his spouse) at the time of Terminationtermination of employment, minus (B) the date aggregate amount of any employee contribution that Employee would have been required of the Executive (or Employee’s spouse or dependents, determined as applicableof the termination of employment) are no longer eligible for COBRA coverage or such three (C3) year period; and (iv) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction Company shall, within 20 business days of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company the Company, pay the Executive a lump sum amount equal to one hundred twenty-five percent (the “Release”); and (2125%) on or before the effective date of the ReleaseCompany’s share of the premium for three (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive any lump sum amounts due him hereunder or to provide him with BEP benefits due under this section or the payments under Section 12, Employee must have (i) reconfirmed Employeethe Executive, after giving 10 days’ written notice to the Company identifying the Company’s agreement failure, shall be entitled to abide by recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the surviving provisions Company of the terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employeeat any time Executive’s employment during the Initial Term other than (a) due to Employee’s death is terminated without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as both are defined below) during ), then the Initial TermCompany shall pay Executive any earned but unpaid base salary and unused vacation benefits accrued through the date of termination, Employee shall receive at the Accrued Amounts on the Date of Termination andrates then in effect, in less standard deductions and withholdings. In addition, subject if Executive furnishes to the Severance Conditions belowCompany an executed waiver and release of claims in a form to be provided by the Company, (i) Company shall which may include an obligation for Executive to provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination reasonable transition assistance (the “Severance PaymentRelease”) within the time period specified therein, but in no event later than forty-five days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then the Company shall continue payment of Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), divided and paid in equal installments over for a period of three twelve (312) months in accordance with following the termination date on the Company’s regular payroll practices starting on the first regular payday occurring after dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (as defined below)namely, the date it can no longer be revoked) shall accrue and (ii) be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date. In addition, in the event that Executive elects COBRA continuation coverage, the Company will reimburse Employee for shall pay Executive’s COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest earlier of (A) the date that is three (3) twelve months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (or the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed EmployeeExecutive becomes eligible for coverage under another employer’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedhealth plan.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates EmployeeExecutive’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for without Cause (as defined below); , or (2) if Employee Executive resigns from Employee’s his employment for Good Reason (as defined below) during ), then the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s pay Executive any base salary as of and accrued and unused vacation benefits earned through the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below)termination, and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to such termination) for Employee the Company an executed waiver and Employee’s covered dependents until the earliest release of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release claims in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with be provided by the Company (the “Release”)) within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) severance in the form of continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of twelve (12) months following the termination date; (2) an additional severance payment equal to Executive’s target bonus for the year in which the qualifying termination or resignation is effective, pro rated for the number of days Executive was employed by the Company in such year; and (23) accelerated vesting of any unvested shares subject to any outstanding stock options and/or other equity awards, such that, on or before the effective date of the Release, Employee must have the Executive shall be vested in one hundred percent (i100%) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement shares subject to such options and/or awards. The severance payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any other agreement between Employee and Company, (ii) agreed payments otherwise scheduled to cooperate in be made prior to the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct effective date of the Company or any of its affiliates. All other Company obligations to Employee will Release shall accrue and be automatically terminated and completely extinguishedpaid in a lump sum on the first payroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, subject then the Executive shall be entitled to the Severance Conditions below, following: (i) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3) months of Employeetimes the Executive’s salary as highest annual compensation paid during or for a calendar year in any of the Date three calendar years immediately prior to the Change in Control, where annual compensation means salary paid during a calendar year (including any 401(k) plan deferral) plus cash bonuses awarded to the Executive for that calendar year, regardless of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and when paid; (ii) the Company will reimburse Employee shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for COBRA premiums the Company for three years after the date of termination, the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in Control or otherwise during such period; (at iii) the coverage levels and at Company shall, within 20 business days of the Companytermination of employment, pay the Executive a lump sum amount equal to one hundred twenty-paid rate in effect immediately prior to such terminationfive percent (125%) for Employee and Employee’s covered dependents until the earliest of (A) the date that is aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) months following years of the Date health, hospitalization and medical insurance coverage that was being provided to the Executive (and his spouse) at the time of Terminationtermination of employment, minus (B) the date aggregate amount of any employee contribution that Employee would have been required of the Executive (or Employee’s spouse or dependents, determined as applicableof the termination of employment) are no longer eligible for COBRA coverage or such three (C3) year period; and (iv) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction Company shall, within 20 business days of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company the Company, pay the Executive a lump sum amount equal to one hundred percent (the “Release”); and (2125%) on or before the effective date of the ReleaseCompany’s share of the premium for three (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive any lump sum amounts due him hereunder or to provide him with BEP benefits due under this section or the payments under Section 12, Employee must have (i) reconfirmed Employeethe Executive, after giving 10 days’ written notice to the Company identifying the Company’s agreement failure, shall be entitled to abide by recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the surviving provisions Company of the terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.

Termination Without Cause or Resignation for Good Reason. Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the third full paragraph of this Section 9. If (1) Company Employer terminates EmployeeExecutive’s employment during the Initial Term other than Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the third full paragraph of this Section 9, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on that date which is ninety (a90) due days after the termination of his employment a lump sum equal to Employeetwo (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If Employer has provided an automobile for Executive’s death or Disability or use and if (bi) for Employer terminates Executive without Cause during the term of this Agreement; (as defined below)ii) Executive resigns with Good Reason during the term of this Agreement; or (2iii) if Employee Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the date of such termination of employment, provided for Executive's use, which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from Employeehis employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (as defined below20%) of the services rendered, on average, during the Initial Termthirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, Employee at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months). Executive shall receive not have a duty to mitigate the Accrued Amounts damages suffered by him in connection with the termination by Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If Employer fails to pay Executive the Lump Sum Payment or to provide him with the benefits due under this section, Executive, after giving ten (10) days’ written notice to Employer identifying Employer’s failure, shall be entitled to recover from Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against Employer of the terms of this Agreement. Employer agrees to pay such legal fees and expenses to Executive on the Date demand. Executive shall be denied payment of Termination and, his legal fees and expenses only if a court finds that Executive sought payment of such fees without reasonable cause and in addition, subject bad faith. Notwithstanding any term of this paragraph to the Severance Conditions belowcontrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Company shall Employer need not tender payment to Executive of such Lump Sum Payment, or provide a severance Executive with any other payment equal or benefit which would otherwise be made to three (3) months of Employee’s salary or conferred upon Executive under this Agreement, until such time as of the Date of Termination (the “Severance Payment”)such litigation is resolved with finality, divided and paid in equal installments over a period of three (3) months then only in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date applicable terms of the Release (as defined below)resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the Company will reimburse Employee applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA premiums amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (at the coverage levels and at the Company-paid rate in effect immediately 5) days prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee receives substantially equivalent health insurance coverage in connection with new employment (by the “COBRA Benefit”). Company’s successor employer, be relieved of its obligation to pay Employee provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the Severance Payment extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and COBRA Benefit shall be conditioned on Employee’s satisfaction provide Employer with such information pertaining to the employee benefit plans of the following (successor employer as is sufficient for Employer to reach a conclusion as to whether the “Severance Conditions”): (1) Employee must first sign, and allow preceding sentence is applicable. Any failure by Executive to become effective, provide such information to Employer on a Company-approved separation agreement, which timely basis shall include give rise to a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have claim by Employer against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have Executive for (i) reconfirmed Employee’s agreement the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to abide by all of provide or tender had the surviving provisions of this Agreement information required under the preceding sentence been provided to Employer on a timely basis, and any other agreement between Employee and Company, (ii) agreed to cooperate legal fees incurred by Employer in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedasserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during the Initial Term Not in Connection with a Change in Control. If, at any time other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during within the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination immediately preceding or twelve (the “Severance Payment”), divided and paid in equal installments over a period of three (312) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after immediately following the effective date of the Release a Change in Control (as defined below), and Executive’s employment terminates due to an involuntary termination (iinot including death or Complete Disability) without Cause, or due to Executive’s voluntary resignation for Good Reason, the Company will reimburse Employee for COBRA premiums (shall pay Executive all Base Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the coverage levels and rates in effect at the time of termination, less standard deductions and withholdings. In addition, upon Executive’s furnishing to the Company an effective waiver and release of claims substantially similar to the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) severance payments in an aggregate amount up to twelve (12) months of Executive’s then-current Base Salary, paid to Executive on the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents regular paydays until the earliest earlier of (Ai) the date that is three twelve (312) months following Executive’s termination or (ii) the date as of which Executive commences employment with another employer, subject to standard payroll deductions and withholdings, with the first such payment being made on the first payday following the date the Release and Waiver becomes effective (it being understood that such first payment shall include any amounts otherwise payable hereunder on paydays that occur prior to the date the Release and Waiver becomes effective); (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) at the Company’s expense for a period of twelve (12) months following the Date of Terminationtermination date; provided, (B) however, that in the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer event Executive becomes eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health comparable group insurance coverage in connection with new employment employment, such COBRA premium payments by the Company shall terminate immediately; and (3) a lump sum payment equal to Executive’s then-current Target Bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective / the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated as of the date of such termination, such that a number of such shares shall be vested as if Executive had continued to be employed until the twelve (12) month anniversary of the date of such termination (collectively, the “COBRA BenefitSeverance Benefits”). Company’s obligation to pay Employee In the event Executive is eligible for Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Benefits under this Section 3.3, Executive is not eligible for any Change In Control Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedBenefits under Section 3.4 below.

Termination Without Cause or Resignation for Good Reason. Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the third full paragraph of this Section 9. If (1) Company Employer terminates EmployeeExecutive’s employment during the Initial Term other than Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the third full paragraph of this Section 9, Employer shall, subject to Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on that date which is ninety (a90) due days after the termination of his employment a lump sum equal to Employeetwo (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If Employer has provided an automobile for Executive’s death or Disability or use and if (bi) for Employer terminates Executive without Cause during the term of this Agreement; (as defined below)ii) Executive resigns with Good Reason during the term of this Agreement; or (2iii) if Employee Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the date of such termination of employment, provided for Executive's use, which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from Employeehis employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason.” Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (as defined below20%) of the services rendered, on average, during the Initial Termthirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, Employee at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months. Executive shall receive not have a duty to mitigate the Accrued Amounts damages suffered by him in connection with the termination by Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If Employer fails to pay Executive the Lump Sum Payment or to provide him with the benefits due under this section, Executive, after giving ten (10) days’ written notice to Employer identifying Employer’s failure, shall be entitled to recover from Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against Employer of the terms of this Agreement. Employer agrees to pay such legal fees and expenses to Executive on the Date demand. Executive shall be denied payment of Termination and, his legal fees and expenses only if a court finds that Executive sought payment of such fees without reasonable cause and in addition, subject bad faith. Notwithstanding any term of this paragraph to the Severance Conditions belowcontrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Company shall Employer need not tender payment to Executive of such Lump Sum Payment, or provide a severance Executive with any other payment equal or benefit which would otherwise be made to three (3) months of Employee’s salary or conferred upon Executive under this Agreement, until such time as of the Date of Termination (the “Severance Payment”)such litigation is resolved with finality, divided and paid in equal installments over a period of three (3) months then only in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date applicable terms of the Release (as defined below)resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the Company will reimburse Employee applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA premiums amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (at the coverage levels and at the Company-paid rate in effect immediately 5) days prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee receives substantially equivalent health insurance coverage in connection with new employment (by the “COBRA Benefit”). Company’s successor employer, be relieved of its obligation to pay Employee provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the Severance Payment extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and COBRA Benefit shall be conditioned on Employee’s satisfaction provide Employer with such information pertaining to the employee benefit plans of the following (successor employer as is sufficient for Employer to reach a conclusion as to whether the “Severance Conditions”): (1) Employee must first sign, and allow preceding sentence is applicable. Any failure by Executive to become effective, provide such information to Employer on a Company-approved separation agreement, which timely basis shall include give rise to a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have claim by Employer against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have Executive for (i) reconfirmed Employee’s agreement the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to abide by all of provide or tender had the surviving provisions of this Agreement information required under the preceding sentence been provided to Employer on a timely basis, and any other agreement between Employee and Company, (ii) agreed to cooperate legal fees incurred by Employer in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedasserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeUpon termination of the Executive’s employment with Xxxxxx, the Company and Holdings during the Initial Term other than Employment Period either (ai) due to Employee’s death or Disability by Xxxxxx, the Company and Holdings without Cause or (bii) for Cause (as defined below); or (2) if Employee resigns from Employeeby the Executive’s employment resignation for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, and subject to the Severance Conditions belowExecutive’s execution and non-revocation of a release in substantially such reasonable form as is provided by the Company (such release shall include provisions regarding non-disparagement of Xxxxxx, the Company and Holdings, the Executive’s reasonable cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in 24 monthly installments an amount equal to two times the sum of: (i) Company shall provide a severance payment equal Base Salary (prior to three (3any reduction in Base Salary that constitutes Good Reason) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums average Annual Bonus earned in the preceding three years (including any Annual Bonus paid pursuant to the Prior Agreement). In addition to the above payments, (a) Executive shall receive upon termination of employment, a Prorata Annual Bonus at the coverage levels time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated and at the Companycontinuation of non-paid rate in effect immediately prior taxable health and dental benefits to such termination) for Employee and Employee’s covered dependents until the earliest which Executive is entitled as of (A) the date of termination for 12 months; provided that is three such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer; (3b) Executive shall receive, for a period of 12 months following the Date date of Terminationtermination, (B) but no later than the date that Employee (or Employee’s spouse or dependentspoint at which Executive is employed on a substantively full-time basis, as applicable) are no longer eligible for COBRA coverage or (C) executive career transition services, not to exceed $25,000 in the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”)aggregate; and (2c) on or before the effective date of Time-Based Tranche Options provided to the Release, Employee must have (i) reconfirmed Employee’s agreement Executive pursuant to abide by all of the surviving provisions of this Option Agreement attached as Exhibit B to the Prior Agreement and any other agreement between Employee time based options granted to Executive by Xxxxxx, Holdings or the Company shall immediately become fully vested. Notwithstanding the foregoing, if Executive is a “specified employee” under Section 409A of the Code, and Company, (ii) agreed to cooperate any payments described above would result in the transition imposition of Employee’s employment; and (iii) agreed not to make an additional tax under that section, then any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any above payments due during the six months following the termination of its affiliates. All other Company obligations to Employee will employment shall be automatically terminated accumulated and completely extinguishedpaid on the day following the six month anniversary of the Executive’s termination of employment.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Companymutually-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, that defame or cause or encourage others to make any such statements that defame, disparage, or in any way criticize disparage the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates, except for any statements that constitute protected or privileged conduct under applicable law. All other Company obligations to Employee will be automatically terminated and completely extinguishedextinguished except as provided by law. In the event that Employee is terminated without Cause or Employee terminates his employment without Good Reason, Employee shall be under no obligation to mitigate any damages.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the Severance Conditions below, (ipossible age related reduction in the next sentence) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three times the highest annual compensation, consisting solely of salary (3including any 401(k) months plan deferral) and bonus, paid to (or in the case of Employee’s salary as bonus accrued for) the Executive during any calendar year in each of the Date of Termination (three calendar years immediately prior to the “Severance Payment”), divided and paid Change in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Control; (ii) the Company will reimburse Employee shall continue to provide the Executive for COBRA premiums a period of three years after termination (but not beyond the date the Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the coverage levels and time of the termination of his employment with the Company, at the Company-paid rate in effect immediately prior ’s cost (subject to such termination) for Employee payment by the Executive of the same contribution amount and Employee’s covered dependents until the earliest of deductibles as Executive previously paid); (Aiii) the date that is Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three (3) months following the Date of Termination, (B) years after the date that Employee of termination (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) but not beyond the date when Employee receives substantially equivalent health insurance coverage the Executive reaches age 65), the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in connection with new employment (Control or otherwise during such period. After the Executive has reached age 62, the “COBRA Benefit”). Company’s obligation three times” referred to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have clause (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions previous sentence shall be reduced to a number multiplier equal to the quotient (rounded to the nearest thousand) the numerator of this Agreement which is the whole number of months left until the Executive reaches age 65 and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition denominator of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliateswhich is 12. All other Company obligations to Employee will be automatically terminated and completely extinguished.11

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates EmployeeExecutive’s employment during the Initial Term other than (a) due to Employee’s death without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination andthen, in addition, subject addition to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid amounts described in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below)Section 4.5.1, and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels conditioned upon Executive executing and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest not revoking a release of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release claims in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with the Company (the “Release”) within the time periods specified therein, the Company will provide Executive with the following separation benefits (together, the “Separation Benefits”): (i) the Company will pay Executive severance in an amount equal to six months of Executive’s Base Salary (at the rate in effect as of the termination); and (2ii) if Executive timely elects continued health insurance coverage under COBRA, the Company will pay the entire premium necessary to continue such coverage for Executive and Executive’s eligible dependents for a period of six months or, if earlier, when Executive becomes eligible for group health insurance coverage under another employer’s plan, provided, however, that the Company will have the right to terminate such payment of COBRA premiums on or before behalf of Executive and instead pay Executive a lump sum amount equal to the effective date COBRA premium times the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the Release, Employee must have COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code. The severance payments under clause (i) reconfirmed Employeeabove will be payable to Executive over time in accordance with the Company’s agreement payroll practices and procedures beginning on the 60th day following the termination of Executive’s employment with the Company, provided that the first installment will include all installments that would have been paid if the payments had commenced immediately following the date of termination. Notwithstanding the foregoing, if Executive is entitled to abide by all receive the Separation Benefits but violates any provisions of Section 2 hereof or the PIIA, the Company will be entitled to immediately stop paying any further installments of the surviving provisions of this Agreement and Separation Benefits, in addition to any other agreement between Employee and Company, (ii) agreed remedies that may be available to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company in law or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedat equity.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's employment without Cause or the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the Severance Conditions below, (ipossible age related reduction in the next sentence) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3) months of Employee’s salary as times the sum of the Date highest salary (including any 401(k) plan deferral) and the highest bonus, paid to (or in the case of Termination (bonus accrued for) the “Severance Payment”), divided and paid Executive during any calendar year in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date each of the Release (as defined below), and seven calendar years immediately prior to the Change in Control; (ii) the Company will reimburse Employee shall continue to provide the Executive and his spouse for COBRA premiums a period of three years after termination (but not beyond the date Executive reaches age 67) with health, hospitalization, medical and dental insurance, as well as life and disability insurance, as were provided at the coverage levels and time of the termination of his employment with the Company, at the Company-paid rate 's cost (subject to payment by the Executive of the same contribution amount and deductibles as Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 67), the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in effect immediately prior Control or otherwise during such period. After the Executive has reached age 64, the "three" times referred to such terminationin clause (i) for Employee and Employee’s covered dependents of the previous sentence shall be reduced to a number equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the earliest Executive reaches age 67 and the denominator of (A) which is 12. The Executive shall not have a duty to mitigate the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage damages suffered by him in connection with new the termination by the Company of his employment (without Cause or a resignation for Good Reason during the “COBRA Benefit”)Contract Period. Company’s obligation If the Company fails to pay Employee the Severance Payment Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and COBRA Benefit medical insurance, life disability or BEP benefits due under this section or the payments under Section 12, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be conditioned entitled to recover from the Company on Employee’s satisfaction a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.

Termination Without Cause or Resignation for Good Reason. The Employer may terminate the Executive without Cause during the Contract Period by giving the Executive not less than four weeks’ prior written notice to the Executive, and the Executive may resign within 90 days of the occurrence of a Good Reason event during the Contract Period upon giving not less than four weeks’ prior written notice to the Employer specifying the Good Reason. If (1) Company the Employer terminates Employeethe Executive’s employment during the Initial Term other Contract Period without Cause or if the Executive resigns for Good Reason, the Employer shall, within the notice period, but not later than the date of termination of employment, pay the Executive a lump sum equal to 250% times the average of the annualized compensation, comprised of annualized salary and cash incentive or bonus compensation, paid or accrued to the Executive during the thirty-six month period (aor such lesser number of months of actual employment) due immediately prior to Employee’s death or Disability or the Change in Control (b) for Cause (as defined belowthe “Lump Sum Payment”); or (2) if Employee resigns from Employee’s employment . Notwithstanding the foregoing, any notice of resignation for Good Reason (as defined below) during the Initial Term, Employee shall receive Contract Period furnished by the Accrued Amounts on the Date of Termination and, in addition, subject Executive to the Severance Conditions below, (i) Company Employer shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the not be effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first signChange in Control, and allow the Executive shall continue to become effectivework through such three month period, unless the Employer shall agree in writing to an earlier effective date of such resignation. For a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out period of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before eighteen months following the effective date of such termination of employment following a Change in Control, whether resulting from without Cause initiated by the ReleaseEmployer or for Good Reason initiated by the Executive, Employee must the Employer shall continue to provide the Executive with and pay the applicable premiums for medical and hospital insurance, disability insurance and life insurance benefits, as were provided and paid for at the time of the termination of his employment with the Employer; provided that, if at any time during such eighteen month period, the Executive becomes employed by another employer which provides one or more such benefits, the Employer shall, immediately and from the date when such benefits are made available to the Executive by the successor employer, be relieved of its obligation to provide such benefits to the extent such benefits are duplicative of what is provided to the Executive by the Executive’s new employer. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Employer fails to pay the Executive the Lump Sum Payment or to provide him with the benefits due under this section, the Executive, after giving ten (i10) reconfirmed Employeedays’ written notice to the Employer identifying the Employer’s agreement failure, shall be entitled to abide by recover from the Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against the surviving provisions Employer of the terms of this Agreement Agreement. The Employer agrees to pay such legal fees and any other agreement between Employee expenses to the Executive on demand. The Executive shall be denied payment of his legal fees and Companyexpenses only if a court finds that the Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding the foregoing, (ii) agreed to cooperate in the transition event that the Executive delivers written notice to the Employer of Employee’s employment; his or her termination of employment for Good Reason, the Employer will have a period of 30 calendar days during which the Employer may remedy the condition and (iii) agreed not be required to make any voluntary statements, written or oral, or cause or encourage others pay the amount due to make any the Executive under this Section 9 and such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct termination of the Company or any of its affiliates. All other Company obligations to Employee will employment shall not be automatically terminated and completely extinguishedeffective.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s discharges Executive without Cause or if Executive resigns from employment during for Good Reason, the Initial Term other than (a) due Company will pay Executive a lump sum amount equal to Employee’s death or Disability or (b) for Cause (as defined below); or two (2) if Employee resigns from Employee’s employment for Good Reason (times Annual Base Salary as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for Employee and Employeethe fiscal year in which Executive’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment termination occurs (the “COBRA BenefitPro Rata Bonus”). , such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be conditioned on Employee’s satisfaction of the following forfeited (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable the entire Initial RSU grant if Executive’s termination occurs prior to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date first anniversary of the Release, Employee must have (i) reconfirmed Employee’s agreement Effective Date). Executive will continue to abide be bound by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition that survive termination of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) Except as provided in Section 4.3 below, if the Company terminates Employeethe Executive’s employment during without Cause or if the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during ), the Initial Term, Employee Company shall receive pay the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, Executive (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided all Base Salary and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), accrued but unused vacation benefits and (ii) a pro-rated portion of any bonus amount he has earned, in each case through the Company will reimburse Employee for COBRA premiums (date of termination at the coverage levels and at the Company-paid rate in effect immediately prior at the time of termination, less standard deductions and withholdings. In addition, upon the Executive furnishing to such terminationthe Company an executed waiver and release of claims (a form of which is attached hereto as Exhibit A), the Executive shall receive: (i) continuation of his Base Salary then in effect, less standard deductions and withholdings, for Employee and Employee’s covered dependents until the earliest a period of six (A) the date that is three (36) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”)date; and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition event the Executive timely elects continued group health coverage under COBRA, payment by the Company of Employee’s employmentthe premiums associated with such continuation coverage for the Executive and his or her eligible dependents, or coverage under any self-funded plan, for a period of six (6) months following the termination date, or until Executive is enrolled in the group health insurance plan of another employer, whichever occurs first; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct immediate accelerated vesting of the Option with respect to that number of shares as if Executive had continued in employment with the Company for a period of six (6) months following the termination date as of Executive’s actual termination date, in accordance with the Option’s vesting schedule as set forth in the Notice of Grant of Stock Option form or Stock Option Agreement, as applicable. Any applicable group health continuation coverage paid or provided for by the Company shall not include any amounts payable by the Executive under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedthe Executive.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive's employment without Cause or the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the Severance Conditions below, (ipossible age related reduction in the next sentence) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three times the highest annual compensation, consisting solely of salary (3including any 401(k) months plan deferral) and bonus, paid to (or in the case of Employee’s salary as bonus accrued for) the Executive during any calendar year in each of the Date of Termination (three calendar years immediately prior to the “Severance Payment”), divided and paid Change in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Control; (ii) the Company will reimburse Employee shall continue to provide the Executive for COBRA premiums a period of three years after termination (but not beyond the date the Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the coverage levels and time of the termination of his employment with the Company, at the Company-paid rate 's cost (subject to payment by the Executive of the same contribution amount and deductibles as Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 65), the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in effect immediately prior Control or otherwise during such period. After the Executive has reached age 62, the "three" times referred to such terminationin clause (i) for Employee and Employee’s covered dependents of the previous sentence shall be reduced to a number equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the earliest Executive reaches age 65 and the denominator of (A) which is 12. The Executive shall not have a duty to mitigate the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage damages suffered by him in connection with new the termination by the Company of his employment (without Cause or a resignation for Good Reason during the “COBRA Benefit”)Contract Period. Company’s obligation If the Company fails to pay Employee the Severance Payment Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and COBRA Benefit medical insurance, life disability or BEP benefits due under this section or the payments under Section 12, the Executive, after giving 10 days' written notice to the Company identifying the Company's failure, shall be conditioned entitled to recover from the Company on Employee’s satisfaction a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.

Termination Without Cause or Resignation for Good Reason. 4.2.1 The Company may voluntarily terminate this Agreement, and Executive’s employment, without Cause by giving written notice to Executive. Any such notice shall specify the exact date of termination (the “Termination Date”). If (1) Company terminates EmployeeExecutive’s employment during under this Agreement is terminated by the Initial Term other than (a) due to Employee’s death or Disability or (b) for Company without Cause (as defined belowherein); , or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial Termherein), Employee Executive shall be entitled to receive the Accrued Amounts on the Date of Termination and, severance payments in addition, subject an amount equal to the Severance Conditions below, higher of (iA) Company shall provide a severance payment equal to three his Base Salary at the rate currently being paid as of the Termination Date for an additional six (36) months of Employeeservice as an employee, or (B) $122,500 (with such severance payments being paid over the six (6) months following such termination in accordance with the Company’s salary general payroll practices, as and when such amounts would have been paid had Executive’s employment not been terminated). The Company also agrees to provide Executive with the same level of health coverage and benefits as in effect for Executive (and his eligible dependants) on the day immediately preceding the Termination Date; provided, however, that (1) Executive constitutes a qualified beneficiary, as defined in Section 4980(B)(g)(1) of the Date Code; and (2) Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of Termination 1985, as amended (the “Severance PaymentCOBRA”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on within the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the time prescribed pursuant to COBRA. The Company will reimburse Employee for COBRA premiums (at continue to provide such continuation coverage through the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest earlier of (A) the date that is three six (36) months following after the Date of TerminationTermination Date, or (B) the date that Employee upon which the Executive and Executive’s eligible dependents become covered under another health plan. Executive will thereafter be responsible for the payment of COBRA premiums (or Employee’s spouse or dependentsincluding, as applicablewithout limitation, all administrative expenses) are no longer eligible for the remaining COBRA coverage or (C) period. Notwithstanding the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (foregoing, Executive shall not be entitled to exercise any options granted to Executive to purchase shares of the “COBRA Benefit”). Company’s obligation to pay Employee stock that are unvested at the Severance Payment and COBRA Benefit time of such termination. The severance payments provided for in this paragraph shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first signin lieu of, and allow not in addition to, severance, if any, payable under any other plan or policy now in effect or adopted or modified from time to become effectivetime by the Company. Notwithstanding anything in this agreement to the contrary, Executive’s right to receive severance pay is conditioned upon Executive’s execution and delivery of a Company-approved separation release of claims agreement, which shall include a full general release releasing all claims Executive may have or claim to have against the Company and its respective agents and representatives, in a form acceptable to the Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company in its sole discretion (the “Release”); . The Release must be executed and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement returned to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company prior to any payment of severance benefits under this Agreement, and in all cases prior to the date sixty (60) days after the Termination Date. Executive shall not be under any obligation to mitigate the Company’s obligation by securing other employment or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedotherwise.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, subject then the Executive shall be entitled to the Severance Conditions below, following: (i) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three (3) months of Employeetimes the Executive’s salary as highest annual compensation paid during or for a calendar year in any of the Date three calendar years immediately prior to the Change in Control, where annual compensation means salary paid during a calendar year (including any 401(k) plan deferral) plus cash bonuses awarded to the Executive for that calendar year, regardless of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and when paid; (ii) the Company will reimburse Employee shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for COBRA premiums the Company for three years after the date of termination, the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in Control or otherwise during such period;” (at iii) the coverage levels and at Company shall, within 20 business days of the Companytermination of employment, pay the Executive a lump sum amount equal to one hundred twenty-paid rate in effect immediately prior to such terminationfive percent (125%) for Employee and Employee’s covered dependents until the earliest of (A) the date that is aggregate COBRA premium amounts (based upon COBRA rates then in effect) for three (3) months following years of the Date health, hospitalization and medical insurance coverage that was being provided to the Executive (and his spouse) at the time of Terminationtermination of employment, minus (B) the date aggregate amount of any employee contribution that Employee would have been required of the Executive (or Employee’s spouse or dependents, determined as applicableof the termination of employment) are no longer eligible for COBRA coverage or such three (C3) year period; and (iv) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction Company shall, within 20 business days of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company the Company, pay the Executive a lump sum amount equal to one hundred percent (the “Release”); and (2125%) on or before the effective date of the ReleaseCompany’s share of the premium for three (3) years of the life insurance coverage provided to a similarly situated active employee (based upon the coverage and rates in effect on the date the Executive terminates employment). The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. If the Company fails to pay the Executive any lump sum amounts due him hereunder or to provide him with BEP benefits due under this section or the payments under Section 12, Employee must have (i) reconfirmed Employeethe Executive, after giving 10 days’ written notice to the Company identifying the Company’s agreement failure, shall be entitled to abide by recover from the Company on a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the surviving provisions Company of the terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeUpon termination of the Executive’s employment with Xxxxxx, the Company and Holdings during the Initial Term other than Employment Period either (i) by Xxxxxx, the Company and Holdings without Cause or (ii) by the Executive’s resignation for Good Reason, and subject to the Executive’s execution and non-revocation of a release in substantially such reasonable form as is provided by the Company (such release shall include provisions regarding non-disparagement of Xxxxxx, the Company and Holdings, the Executive’s cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in twelve (12) monthly installments an amount equal to one times the sum of: (i) Base Salary and (ii) the Target Annual Bonus. In addition to the above payments, the Executive shall receive (a) due to Employeeupon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s death or Disability or employment not terminated; and (b) the continuation of health, dental, life, and disability benefits under Company sponsored plans for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject Executive and his dependents to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary which Executive is entitled as of the Date of Termination (for 12 months, provided that such benefits shall cease upon the “Severance Payment”)Executive becoming eligible for comparable benefits from a new employer. Further, divided and paid the unvested Options provided to the Executive pursuant to the Option Agreement attached as Exhibit B to the Prior Agreement shall immediately become fully vested. As an alternative to continuing Executive’s welfare benefits the Company may elect to pay Executive in lieu of such coverage an amount equal installments over a period to Executive’s after tax cost of three (3) months in accordance with continuing such coverage, where such coverage may not be provided under or will negatively affect the legal or tax status of the Company’s regular payroll practices starting on welfare plan(s). The COBRA continuation period shall run concurrently with the first regular payday occurring after foregoing benefits period. Notwithstanding the effective date foregoing, if Executive is a “specified employee” under Section 409A of the Release (as defined below)Code, and (ii) any payments described above would result in the Company will reimburse Employee for COBRA premiums (at imposition of an additional tax under that section, then any of the coverage levels and at above payments due during the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) six months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (shall be accumulated and paid on the “Release”); and (2) on or before day following the effective date six month anniversary of the Release, Employee must have (i) reconfirmed EmployeeExecutive’s agreement to abide by all termination of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the Severance Conditions below, (ipossible age related reduction in the next sentence) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three times the highest annual compensation, consisting solely of salary (3including any 401(k) months plan deferral) and bonus, paid to (or in the case of Employee’s salary as bonus accrued for) the Executive during any calendar year in each of the Date of Termination (three calendar years immediately prior to the “Severance Payment”), divided and paid Change in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Control; (ii) the Company will reimburse Employee shall continue to provide the Executive for COBRA premiums a period of three years after termination (but not beyond the date the Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the coverage levels and time of the termination of his employment with the Company, at the Company-paid rate in effect immediately prior ’s cost (subject to such termination) for Employee payment by the Executive of the same contribution amount and Employee’s covered dependents until the earliest of deductibles as Executive previously paid); (Aiii) the date that is Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three (3) months following the Date of Termination, (B) years after the date that Employee of termination (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) but not beyond the date when Employee receives substantially equivalent health insurance coverage the Executive reaches age 65 or a total of 35 years of credited service), the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in connection with new employment (Control or otherwise during such period. After the Executive has reached age 62, the “COBRA Benefit”). Company’s obligation three times” referred to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have clause (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions previous sentence shall be reduced to a number multiplier equal to the quotient (rounded to the nearest thousand) the numerator of this Agreement which is the whole number of months left until the Executive reaches age 65 and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition denominator of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliateswhich is 12. All other Company obligations to Employee will be automatically terminated and completely extinguished.11

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s discharges Executive without Cause or if Executive resigns from employment during for Good Reason, then, in consideration, inter alia, for the Initial Term other than (a) due restrictions contained in Sections 4 and 5, the Company will pay Executive a lump sum amount equal to Employee’s death or Disability or (b) for Cause (as defined below); or two (2) if Employee resigns from Employee’s employment for Good Reason (times Annual Base Salary as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for Employee and Employeethe fiscal year in which Executive’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment termination occurs (the “COBRA BenefitPro Rata Bonus”). , such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow forfeited. Executive will continue to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide be bound by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition that survive termination of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If You understand that your employment will be “at will”, which means that both you and the Company may terminate your employment at any time, for any reason with or without Cause or advanced notice; provided, however, you agree to provide the Company with at least two (2) weeks’ advance written notice of your intent to voluntarily resign from employment (other than for Good Reason). The Company may, in its sole discretion, waive the notice period upon your resignation of employment without Good Reason and your employment will immediately terminate at that time with no right to compensation (other than Accrued Benefits through the Date of Termination). In the event your employment is terminated by the Company other than due to Cause, death or disability or you resign from your employment with the Company for Good Reason, in either case other than during the Corporate Transaction Period, subject to your execution and delivery of an effective and irrevocable Release with sixty (60) days of such Date of Termination, the Company will: (1) Company terminates Employeecontinue to provide you with your then-current Base Salary for a period of twelve (12) months following the Date of Termination, which shall be paid in accordance with the Company’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below)normal payroll procedures; or (2) if Employee resigns from Employee’s employment should you timely elect to continue health and dental insurance coverage following the Date of Termination in accordance with the provision of COBRA, the Company shall pay you a taxable monthly cash payment equal to the full monthly premium for Good Reason (as defined below) during such coverage for the Initial Term, Employee shall receive the Accrued Amounts period beginning on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting ending on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior earlier to such termination) for Employee and Employee’s covered dependents until the earliest occur of (A) the date that is on which you obtain coverage under another health and dental insurance plan, (B) the end of your COBRA health continuation period, as required by law or (C) the date twelve (12) months after the Date of Termination; (3) any earned and unpaid Bonus for the prior year, and your target Bonus for the year in which the termination occurs; (4) any unpaid portion of the Transition Payment; and (5) notwithstanding anything to the contrary in the Plan or any applicable option agreement or stock-based award agreement, (i) 25% of all unvested stock options and other stock-based awards held by you at such time with time-based vesting (including, but not limited to, the Time/Performance-Based Restricted Shares) will immediately accelerate (and shall be released from the Company’s repurchase option) and become fully exercisable or nonforfeitable as of your Date of Termination (or the date of the Sale Event, if later), (ii) any outstanding stock options or other stock-based awards held by you with solely performance-based vesting shall be treated as specified in the applicable award agreement; and (iii) the time for exercising any options shall be extended until the earlier of (A) three (3) months following the Date of Termination, Termination or (B) the original expiration date applicable to such option. For the avoidance of doubt, the definitions of “Cause” and “Good Reason” provided herein (and not any definitions provided in any relevant Company equity incentive plan) shall govern with respect to whether you would be entitled to the benefits provided in Section 3(c)(v). The amounts payable under Sections 3(c)(1), (3) and (4) shall be paid out in a single lump sum within 60 days after the Date of Termination; provided, however, that Employee if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding anything to the contrary herein, payment of the Severance Benefits set forth in 3(b) and 3(c) is subject to (or Employee’s spouse or dependents, as applicablei) are no longer eligible for COBRA coverage or your execution and non-revocation of a waiver and general release of claims and non-disparagement (C“Release”) within sixty (60) days following the date when Employee receives substantially equivalent health insurance coverage of your termination of employment and (ii) your continued compliance in connection all material respects with new employment your obligations under Section 4 of this Offer Letter (collectively, the “COBRA BenefitRestrictive Covenants”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): The Release will not waive: (1) Employee must first signany rights to indemnification and/or contribution, advancement or payment of related expenses you may have pursuant to the Company’s Bylaws or other organizing documents, under any written indemnification or other agreement between you and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to the Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”)and/or under applicable law; and (2) any rights you may have to insurance coverage under any directors and officers liability insurance, other insurance policies of the Company, COBRA or any similar state law; (3) any claims for worker’s compensation benefits, disability or unemployment insurance, or any other claims that cannot be released as a matter of applicable law; (4) your rights to any vested equity or vested benefits under any written agreement with the Company or Company benefit plan, subject to the terms and conditions of such plan and applicable law; and (5) any claims arising after the date you sign the Release. Subject to your execution, delivery and non-revocation of the Release and Sections 3(b) and (c), the Severance Benefits will commence being paid on or before the first payroll date after the effective date of the Release, Employee must with the first such installment to include and satisfy all installments that would have otherwise been made up to such date assuming for such purpose that the installments had commenced on the first payroll date following your termination of employment. In the event you fail to execute the Release in a timely manner so as to permit any revocation period to expire prior to the end of such sixty (i60) reconfirmed Employee’s agreement to abide by all day period (or you revoke acceptance of the surviving provisions of this Agreement and Release following its execution) or your breach any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or Restrictive Covenants, you will not be entitled to receive any of its affiliates. All other Company obligations to Employee the Severance Benefits, and you will be automatically terminated and completely extinguishedrequired to repay to the Company any previously paid Severance Benefits.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated without “Cause” or if Executive resigns for Good Reason, then the Initial Term Company shall continue to pay Executive his base salary (less all applicable federal, state and/or local taxes and other authorized payroll deductions) in accordance with the Company’s normal payroll practices, as set forth in Section 5.1, in accordance with the following schedule: Termination within the first 24 months of this Agreement 6 months’ severance. Termination after 24 months of this Agreement 12 months’ severance. Executive’s right to receive this severance is conditioned on Executive’s signing and delivering to the Company prior to any such payment, and not revoking, a full release of claims in a form reasonably satisfactory to the Company, with carve-outs for post-termination severance payments, any previously vested equity-based awards, any right to indemnification or insurance coverage under the Company’s directors and officers liability coverage, COBRA coverage and rights under any retirement plan sponsored or maintained by the Company in which the Executive participates. If Executive does not sign and deliver the full release of claims within 21 days of the termination of his employment under this paragraph (provided the form of release has been provided to Executive by the Company on or prior to his termination date), then the Company shall have no further obligations to Executive other than the payment of compensation earned through the last day of employment. The date that the release becomes effective and is no longer subject to revocation shall be referred to as the “Release Effective Date.” If the severance provided for in this Section 9.5 is determined to be “nonqualified deferred compensation” that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (a“Section 409”) due and the 21-day period following Executive’s termination of employment during which Executive has to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during consider the Initial Termrelease begins in one calendar year and ends in a second calendar year, Employee then the first base salary continuation installment shall receive the Accrued Amounts be paid on the Company’s next regularly-scheduled payroll date that is no earlier than January 1st of the second calendar year and shall include the amount of any payments that would have been made before the Release Effective Date but for Executive’s termination of Termination andemployment, in additionand the remaining base salary continuation installments shall be payable on the Company’s regularly scheduled paydays that follow. In any event, the payment of any applicable severance to Executive by the Company shall constitute the exclusive remedy of Executive with respect to any claim for termination of his employment or breach of this Agreement or any other claim of any nature which Executive may have or assert against the Company relating to his employment and/or any of its affiliates and/or each of their present and former members, directors, officers, employees, agents, attorneys, direct or indirect shareholders, related and affiliated companies and entities, predecessors, successors and assigns, and each and all of them, subject to the Severance Conditions below, (i) Company carve outs described above. In no event shall provide a severance payment equal the Executive be obligated to three (3) months seek other employment or take any other action by way of Employee’s salary as mitigation of the Date of Termination (amounts payable to the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date Executive under any of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Companyamounts payable pursuant to this Section 9 shall not be reduced by compensation the Executive earns on account of employment with another employer, (ii) agreed except to cooperate the extent the Executive is entitled to health care insurance or automobile insurance in the transition of Employee’s connection with such new employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements of Section 1(e). If (1) the Company terminates Employeethe Executive’s employment during the Initial Term other than (a) due to Employee’s death Contract Period without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive Resigns for Good Reason (as defined Reason, the Company shall pay the Executive the severance amounts set forth in this Section 9 below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) the Executive’s execution and non-revocation of a written release of all claims against the Company shall provide a severance payment equal and all related parties with respect to three (3) months of Employee’s salary as all matters arising out of the Date of Termination Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as Exhibit A (the “Severance PaymentRelease”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. The Executive shall receive a lump sum cash severance payments in an amount equal to (A) 3.0 times the Executive’s annual Base Salary at the coverage levels and at the Company-paid rate in effect immediately prior to such at the time of the Executive’s termination, plus (B) for Employee and Employee’s covered dependents until 3.0 times the earliest greater of (Ai) the date that is Executive’s average annual bonus paid by the Company to the Executive for the three (3) months following fiscal years preceding the Date of Termination, (B) fiscal year in which the date that Employee (or EmployeeExecutive’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive Termination of Employment. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (the “ReleaseMonthly COBRA Costs”); . Following the foregoing 18-month period, if the Executive secures an individual policy for health coverage for himself and, where applicable, his spouse and (2) dependents, the Company will reimburse the Executive for the monthly cost of such coverage for the period commencing on or before the effective date first day following the 18-month period and ending on the last day of the Release, Employee must have (i) reconfirmed Employee36-month following the Executive’s agreement to abide by all termination date; provided that the amount of the surviving provisions of Company’s reimbursement for any month during this Agreement and any other agreement between Employee and Companyperiod will not exceed the Monthly COBRA Costs. Notwithstanding the foregoing, (ii) agreed the Company reserves the right to cooperate in restructure the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or foregoing continued coverage arrangement in any way criticize the personal and/or business reputations, practices, manner reasonably necessary or conduct of appropriate to avoid penalties or negative tax consequences to the Company or the Executive, as determined by the Company in its sole and absolute discretion. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. Notwithstanding anything contained herein to the contrary, upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of the Board and any committees thereof, or the board of directors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, then: (i) Company one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan, 2013 Equity Incentive Plan or any other equity incentive plan approved by the Board shall provide a vest as of the date of such termination/resignation; (ii) Executive will receive severance payment benefits in an amount equal to three twenty-four (324) months of EmployeeExecutive’s Base Salary and Target Bonus in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as of the Date of Termination (the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, divided as amended (“COBRA”) so as to provide Executive and paid Executive’s eligible dependents and/or domestic partner the same level of benefits to the same extent as in equal installments over a period effect on the date of three Executive’s termination through the lesser of (3A) twenty-four (24) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after from the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or EmployeeExecutive and all of Executive’s spouse or dependents, as applicable) eligible dependents and/or domestic partner are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for COBRA electing such coverage or (C) within the required time periods. In the event that the date when Employee receives substantially equivalent health insurance Executive and Executive’s eligible dependents and/or domestic partner are no longer eligible to receive continuation coverage in connection with new employment (the “pursuant under COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before is less than 24 months from the effective date of such termination/resignation, and the Releaseloss of eligibility for COBRA is not due to coverage under another employer’s medical plan, Employee must have (i) reconfirmed Employee’s agreement the Company shall pay to abide by all the Executive in cash the cost of medical benefits for similarly situated active employees of Company for the balance of the surviving provisions twenty-four (24) month period. Executive must provide Company with written notice of this Agreement and any other agreement between Employee and Company, Executive’s new position within ten (ii10) agreed to cooperate in the transition business days of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make starting any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedposition.

Termination Without Cause or Resignation for Good Reason. If the Employee’s termination was a Termination Without Cause or a Resignation for Good Reason, in exchange for the Employee’s execution of a full and complete waiver and release of any and all claims against the Company, its parent and affiliated entities, its successors and assigns, and each of their officers, directors, agents, and employees, and Employee’s compliance with this Agreement (including without limitation Article 2) and the Confidentiality Agreement, the Company shall provide Employee the following severance benefits: (i) an amount equal to the Employee’s annual base salary for a one (1) Company terminates Employee’s employment during year period at the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, rate in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary effect as of the Date time of Termination separation of employment (the “Severance PaymentSalary continuation”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) reimbursement of continuation of Employee’s eligible benefits for the Company will reimburse Employee for COBRA premiums period set forth below (at “Benefits Continuation”; collectively “Severance”). The Salary Continuation shall be paid in accordance with the coverage levels and Employer’s normal payroll practices, but in no event, less frequently than 12 equal monthly installments (the “Severance Period”). Benefits Continuation shall provide, at the Company-paid rate in effect immediately prior to such termination) ’s expense, reimbursement for the cost of medical and dental benefits coverage for Employee and the Employee’s covered dependents until beneficiaries as then in effect for a period extending through the earliest earlier of (Ai) the date Employee begins any subsequent full-time employment for compensation or (ii) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): one (1) year after the Termination Date. Benefits Continuation is contingent upon Employee must first signInitials /s/ PK Employee’s timely election of coverage pursuant to Title I, Part 6 of the Employee’s Retirement Income Security Act of 1974, as amended (“COBRA”) and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related further subject to Employee’s employment or termination continuing eligibility requirements and/or limitations under COBRA. The Employee acknowledges and agrees that the Severance provided in this section is in lieu of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between severance or benefits to which Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will may be automatically terminated and completely extinguishedentitled.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment is terminated without “Cause” or if Executive resigns for Good Reason, then the Company shall continue to pay Executive his base salary (less all applicable federal, state and/or local taxes and other authorized payroll deductions) in accordance with the Company’s normal payroll practices, as set forth in Section 5.1, plus the cost of health care and the car allowance, each as set forth in Section 5.3 (collectively, “severance”), in accordance with the following schedule: Termination within the first 12 months of this Agreement 6 months’ severance. Termination within the second 12 months of this Agreement 12 months’ severance. Termination after the second 12 months of this Agreement 18 months’ severance. The Company shall reimburse the Executive for the Executive’s health care costs on the tenth (10th) day of the month immediately following the month in which the Executive remits the premium payments and shall continue to pay the Executive the $1,000 car allowance on the same monthly basis as during the Initial Term of this Agreement. Executive’s right to receive this severance is conditioned on Executive’s signing and delivering to the Company prior to any such payment, and not revoking, a full release of claims in a form reasonably satisfactory to the Company, with carveouts for post-termination severance payments, any previously vested equity-based awards, any right to indemnification or insurance coverage under the Company’s directors and officers liability coverage, COBRA coverage and rights under any retirement plan sponsored or maintained by the Company in which the Executive participates. If Executive does not sign and deliver the full release of claims within 21 days of the termination of his employment under this paragraph (provided the form of release has been provided to Executive by the Company on or prior to his termination date), then the Company shall have no further obligations to Executive other than the payment of compensation earned through the last day of employment. The date that the release becomes effective and is no longer subject to revocation shall be referred to as the “Release Effective Date.” If the severance provided for in this Section 9.5 is determined to be “nonqualified deferred compensation” that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (a“Section 409”) due and the 21-day period following Executive’s termination of employment during which Executive has to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during consider the Initial Termrelease begins in one calendar year and ends in a second calendar year, Employee then the first base salary continuation installment shall receive the Accrued Amounts be paid on the Company’s next regularly-scheduled payroll date that is no earlier than January 1st of the second calendar year and shall include the amount of any payments that would have been made before the Release Effective Date but for Executive’s termination of Termination andemployment, in additionand the remaining base salary continuation installments shall be payable on the Company’s regularly scheduled paydays that follow. In any event, the payment of any applicable severance to Executive by the Company shall constitute the exclusive remedy of Executive with respect to any claim for termination of his employment or breach of this Agreement or any other claim of any nature which Executive may have or assert against the Company relating to his employment and/or any of its affiliates and/or each of their present and former members, directors, officers, employees, agents, attorneys, direct or indirect shareholders, related and affiliated companies and entities, predecessors, successors and assigns, and each and all of them, subject to the Severance Conditions below, (i) Company carveouts described above. In no event shall provide a severance payment equal the Executive be obligated to three (3) months seek other employment or take any other action by way of Employee’s salary as mitigation of the Date of Termination (amounts payable to the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date Executive under any of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Companyamounts payable pursuant to this Section 9 shall not be reduced by compensation the Executive earns on account of employment with another employer, (ii) agreed except to cooperate the extent the Executive is entitled to health care insurance or automobile insurance in the transition of Employee’s connection with such new employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates EmployeeExecutive’s employment during the Initial Term other than (a) due to Employee’s death without Cause, or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during Reason, the Initial Term, Employee Company shall receive pay Executive the Accrued Amounts on the Date of Termination and, in Amounts. In addition, subject to Executive furnishing to the Severance Conditions belowCompany an executed Release within a reasonable time period specified therein but which in no event will be greater than forty-five (45) days after the date of termination, and allowing the Release to become effective in accordance with its terms, Executive shall be entitled to: (1) severance in the form of a lump sum payment equivalent to (i) Company shall provide three years of his Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason), if Executive’s termination occurs within (or on the last day of) the two-year period starting on the Effective Date; or if Executive’s termination occurs prior to a severance payment equal four (4) month period before a Change in Control or on or after a Change in Control, but prior to three any reduction triggering Good Reason (3ii) months two-years of Employeehis Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason) if Executive’s salary as termination occurs after the end of the Date two-year period that started on the Effective Date; (2) payment of Termination (100% of Executive’s premiums to cover COBRA for the “Severance Payment”), divided Executive and paid in equal installments over his eligible dependents for a period of three twelve (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (312) months following the Date termination date; (3) a pro-rata Annual Performance Bonus for the year of Terminationtermination, where the amount of the pro-rata bonus is the Executive’s maximum bonus opportunity (B125% of Executive’s then Base Salary) multiplied by a fraction, the date numerator of which shall be the number of full and partial months Executive worked for the Company during the year of termination and the denominator of which shall be 12; and (4) immediate accelerated vesting of any unvested equity, whether such equity is subject to time-based or performance-based vesting, including, without limitation, any shares of restricted stock, restricted stock units and unvested outstanding stock option(s) (including, but not limited to, accelerated vesting of any outstanding Options or RSU Awards under Section 3.7 of this Agreement), and provided further that Employee (any contractual limitations or Employee’s spouse restrictions on the rights of Executive to sell or dependents, as applicable) are transfer any capital stock of the Company shall lapse and no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new apply upon his termination from employment (the “COBRA Benefit”)under this Section. Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): The payments under (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (23) above will be made on or before the Company’s first regular payroll date after the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement and the reimbursement or payment of COBRA premiums will be made as those premium payments become due for Executive, provided that any such payment that is scheduled to abide by all be paid before the effective date of the surviving provisions of this Agreement Release shall accrue and any other agreement between Employee and Company, (ii) agreed to cooperate be paid in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any first payroll period that follows such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedeffective date.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment during the Initial Term other than (a) due to Employee’s death hereunder Without Cause in accordance with Section 1.5.4 above or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment a resignation for Good Reason in accordance with Section 1.5.5 above, the Company shall pay Executive the following severance package (as defined below“Severance Package”): (i) during the Initial Term, Employee shall receive the Accrued Amounts on the Date an amount equivalent to twelve (12) months of Termination and, in additionExecutive’s then Base Salary, subject to the Severance Conditions belowtax withholding specified in Section 1.4.1 above, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary payable as of the Date of Termination set forth herein (the “Severance Payment”); (ii) to the extent Executive participates in any medical, divided prescription drug, dental, vision and paid any other “group health plan” of the Company immediately prior to Executive’s Termination Date, and provided that Executive timely elects COBRA continuation coverage, the Company shall pay the full cost of Executive’s COBRA continuation coverage for Executive (and for Executive’s spouse and dependents to the extent participating in equal installments over such plans immediately prior to the Termination Date) pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, for a period of three up to twelve (312) months from the Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that Executive agrees to notify the Company as soon as he accepts subsequent employment (the “COBRA Continuation”); and (iii) Base Salary earned but unpaid, vested benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Termination Date subject to the tax withholding specified in accordance Section 1.4.2 above (collectively, the “Accrued Benefits”). The Company’s obligation to provide Executive with the Severance Payment and COBRA Continuation, is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or before thirty (30) days following Executive’s Termination Date (“Severance Condition”). Payment of the Severance Payment and COBRA Continuation, if any, will commence on the first payday following the thirtieth (30th) day after Executive’s Termination Date and continue over a twelve-month period in equal installments, with payments made on the Company’s regular payroll practices starting on paydays. Such release will not affect Executive’s continuing obligations to the first regular payday occurring after Company under the effective date of the Release Employment Covenants Agreement (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). The Company’s obligation to pay Employee and Executive’s right to receive the Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the Employment Covenants Agreement after the Termination Date. Payment and COBRA Benefit of the Accrued Benefits shall be conditioned made in full on Employeethe first payroll date after Executive’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or Termination Date in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedevent.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s your employment during the Initial Term other than (a) due to Employee’s death with X.Xxxx is terminated by X.Xxxx without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by you for Good Reason (as such terms are defined below) during the Initial Termin Annex A attached hereto), Employee shall receive the Accrued Amounts on the Date of Termination andthen, in additionconnection with the cessation of or separation from employment with X.Xxxx, subject to the Severance Conditions below, if you (i) Company execute a general release of claims in favor of the X.Xxxx Companies and their respective affiliates and representatives, in a form to be provided by X.Xxxx upon such termination, that, by its terms, becomes irrevocable no later than the sixtieth (60th) day after the termination of your employment with X.Xxxx, and (ii) agree to comply with the terms and conditions of the Restrictive Covenant Agreement, you shall provide a severance be entitled to the following benefits (“Severance Benefits”): (i) all compensation earned and all benefits and reimbursements due through the effective date of termination (including, for the sake of clarity, any unpaid Annual Bonus earned but not yet paid for the fiscal year preceding the fiscal year in which your employment with J.Xxxx was terminated); and (ii) payment of an amount equal to three 1.0x your then-current Base Salary, payable in substantial equal bi-weekly installments on regularly scheduled payroll dates for the twelve (312) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a month period of three (3) months in accordance with Company’s regular payroll practices starting that begins on the first regular payday occurring payroll date that is sixty (60) days after your termination of employment; provided, that, such first payment shall be a lump sum payment equal to the amount of all payments due from the date of such termination through the date of such first payment but for the release condition described above. During the 12-month period immediately after the effective date of the Release your termination of employment, or, if earlier, until coverage is obtained by you from another employer (as defined belowwhich coverage you shall promptly disclose to X.Xxxx), to the extent permitted by applicable law and subject to the same conditions to receiving cash severance described above, you shall also receive a continuation of the medical and dental coverage to which you are otherwise entitled to pursuant to the terms of this Offer Letter immediately prior to such termination (ii) the Company will reimburse Employee for COBRA premiums (including dependent coverage), at the coverage levels and at the Company-paid rate in effect same premium cost to you as determined immediately prior to such termination) for Employee and Employee’s covered dependents until ; provided, that, any right you have to COBRA under the earliest group health plan of (A) X.Xxxx in which you participated during your employment with X.Xxxx will run concurrently with the date continuation of coverage provided herein; provided, further, that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit any X.Xxxx-paid premiums shall be conditioned on Employee’s satisfaction reported as taxable income to you. Your rights under any employee benefit plan or program of the following (J.Xxxx Companies shall be governed by the “Severance Conditions”): (1) Employee must first signterms of such plan or program; provided, however, that you acknowledge and allow agree that you shall have no rights under any X.Xxxx xxxxxxxxx plan or policy. For the avoidance of doubt, if the release fails to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or irrevocable within sixty (60) days following your termination of employment with Company (the “Release”); you shall forfeit any right to any compensation and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of severance under this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedparagraph.

Termination Without Cause or Resignation for Good Reason. Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the third full paragraph of this Section 9. If (1) Company Employer terminates EmployeeExecutive’s employment during the Initial Term other than (a) due to Employee’s death Contract Period without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment during the Contract Period for Good Reason (as defined below) during in full accordance with the Initial Termterms of the third full paragraph of this Section 9, Employee shall receive Employer shall, on or before that date which is the Accrued Amounts on the Date later of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three twenty (320) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring business days after the termination of employment, or (ii) the next regular banking business day following the actual effective date of the fully executed and delivered Release required under Section 14 of this Agreement as a condition precedent to the payment by Employer to Executive of any amount otherwise payable under this Section 9 (it being the intention of Employer and Executive that the payment of the Lump Sum Payment, as defined below, constitute a short term deferral within the meaning of Treas. Reg. Sec. 1.409A-1(b)(4)), pay Executive a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the Change in Control (the “Lump Sum Payment”). If Employer has provided an automobile for Executive’s use and if (i) Employer terminates Executive without Cause during the term of this Agreement; (ii) Executive resigns with Good Reason during the term of this Agreement; or (iii) Employer terminates Executive’s employment under Section 7 of this Agreement by reason of Executive’s disability during the term of this Agreement, then Employer shall, for a stated purchase price of $1.00, transfer to Executive title to that automobile which Employer has, as of the date of such termination of employment, provided for Executive's use, which title shall, at the time of such transfer, be completely free and clear of any and all liens, encumbrances, claims and lease obligations. Executive acknowledges that the transfer to Executive of title to the automobile under the preceding sentence may generate employee compensation to Executive, and agrees that Employer may withhold from the Lump Sum Payment that amount which is necessary for Employer to fully satisfy its withholding obligations under federal and state law. Executive shall pay any sales tax liability, as well as any registration, documentation or title fees, associated with the transfer of title under this paragraph of this Section 9. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, in particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any time subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at the time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, been providing services for a period of less than thirty six (36) months). Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by Employer of his employment without Cause or a resignation for Good Reason during the Contract Period. If Employer fails to pay Executive the Lump Sum Payment or to provide him with the benefits due under this section, Executive, after giving ten (10) days’ written notice to Employer identifying Employer’s failure, shall be entitled to recover from Employer all of his reasonable legal fees and expenses incurred in connection with his enforcement against Employer of the terms of this Agreement. Employer agrees to pay such legal fees and expenses to Executive on demand. Executive shall be denied payment of his legal fees and expenses only if a court finds that Executive sought payment of such fees without reasonable cause and in bad faith. Notwithstanding any term of this paragraph to the contrary, if at such time as payment of the Lump Sum Payment would otherwise be due under this Section 9 of this Agreement Employer and Executive are opposing parties to any litigation, then (i) Employer need not tender payment to Executive of such Lump Sum Payment, or provide Executive with any other payment or benefit which would otherwise be made to or conferred upon Executive under this Agreement, until such time as such litigation is resolved with finality, and then only in accordance with the applicable terms of the resolution of such litigation, and (ii) Executive may not recover any legal fees from Employer under this paragraph of this Section 9, and may recover only such legal fees, if any, as are to be paid by Employer under the Company will reimburse Employee applicable terms of the resolution of such litigation. If, in accordance with and pursuant to this Section 9 of this Agreement, either (i) Employer terminates Executive without Cause or (ii) Executive resigns for Good Reason, in either case during the Contract Period (a “Benefits Continuation Event”), then Employer shall, for the remainder of the Contract Period (the “Continuing Coverage Period”), either provide Executive with continued benefits under, or defray the cost of continued benefits which are comparable to those provided by, those medical and dental benefit plans, life insurance plans, and disability insurance plans (the “Continuing Coverage Plans”) which are sponsored by Employer and in which Executive is a participant as of the date of the termination of Executive's employment. During the Continuing Coverage Period, Employer shall, if and only to the extent possible under the terms of such plans, continue Executive’s participation in the Continuing Coverage Plans for the Continuing Coverage Period, which continued participation shall be under all of the costs, terms and conditions that are applicable to or imposed upon employees of similar title to Executive, as such costs, terms and conditions may change from time to time during the remainder of the Continuing Coverage Period. To the extent that the terms of any of the Continuing Coverage Plans are such that the actual participation of Executive cannot be continued after a Benefits Continuation Event, then Employer shall, for the duration of the Continuing Coverage Period, provide Executive with a periodic payment, or periodic payments, in that amount or those amounts which Employer determines in the exercise of its reasonable discretion and in good faith to be fully sufficient to defray the cost to Executive of participation in plans which provide benefits that are materially identical to those benefits provided by those Continuing Coverage Plans in which, by their terms, Executive cannot continue to participate subsequent to the termination of Executive's employment. Any such payment or payments shall be defined as Coverage Continuation Reimbursement Payments. Executive and Employer specifically agree that the reimbursement by Employer through the Continuing Coverage Period of the full monthly COBRA premiums amount which would, in the absence of this Agreement, be charged to Executive for continuing coverage under the medical benefits plan sponsored by Employer, and in which Executive is a participant as of the termination of Executive's employment, shall constitute full tender of performance under this Agreement with respect to such medical benefits plan. All Coverage Continuation Reimbursement Payments shall be paid by Employer to Executive five (at the coverage levels and at the Company-paid rate in effect immediately 5) days prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when the expense to be reimbursed is due and payable by Executive. If at any time during the Continuing Coverage Period, Executive becomes employed by another employer which provides one or more of the benefits provided under the Continuing Coverage Plans, then Employer shall, immediately and from the date when such benefits are made available to the Employee receives substantially equivalent health insurance coverage in connection with new employment (by the “COBRA Benefit”). Company’s successor employer, be relieved of its obligation to pay Employee provide such benefits, or Coverage Continuation Reimbursement Payments for such benefits, to the Severance Payment extent such benefits are duplicative of those which are provided to Executive by Executive’s new employer. Executive shall notify Employer at such time as Executive becomes employed by any successor employer, and COBRA Benefit shall be conditioned on Employee’s satisfaction provide Employer with such information pertaining to the employee benefit plans of the following (successor employer as is sufficient for Employer to reach a conclusion as to whether the “Severance Conditions”): (1) Employee must first sign, and allow preceding sentence is applicable. Any failure by Executive to become effective, provide such information to Employer on a Company-approved separation agreement, which timely basis shall include give rise to a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have claim by Employer against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have Executive for (i) reconfirmed Employee’s agreement the entire aggregate cost of those benefits provided under the Continuing Coverage Plans and those Coverage Continuation Reimbursement Payments which Employer would not have been obligated to abide by all of provide or tender had the surviving provisions of this Agreement information required under the preceding sentence been provided to Employer on a timely basis, and any other agreement between Employee and Company, (ii) agreed to cooperate legal fees incurred by Employer in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedasserting a claim against Executive under this sentence.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 7 and 8, Executive will receive: (i) Company continued payment of Base Salary for the period of 12 months following the date of the termination (the “Continuance Period”) (such that the amount paid in each month shall provide be the same but if the separation agreement and release of claims are not complete within the first sixty (60) days that the initial payment shall include any other payments that would have been made prior to the completion of the separation agreement and release of claims), (ii) a severance lump-sum payment equal to three Executive’s then current Target Bonus, paid at the time fiscal year bonuses are paid to other executives, but in no event later than two and one-half (32-1/2) months of Employee’s salary as following the end of the Date of Termination performance year in which the Executive’s employment is terminated, (iii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive’s eligible dependents under the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on Benefit Plans for the first regular payday occurring after the effective date of the Release Continuance Period, or, if earlier, until Executive is eligible for similar benefits from another employer (as defined belowprovided Executive validly elects to continue coverage under applicable law), and (iiiv) immediate vesting of all unvested equity awards that would have vested had Executive otherwise remained an employee for the Company will reimburse Employee for COBRA premiums 12 month period commencing on his termination date. Notwithstanding clause (at iv) of the coverage levels and at preceding sentence, if a termination described in the Company-paid rate in effect immediately preceding sentence occurs within the period beginning three months prior to such termination) for Employee a Change of Control and Employee’s covered dependents until the earliest of (A) the date that is three (3) ending 12 months following a Change of Control, Executive will receive immediate vesting with respect to all unvested equity awards that would have vested had Executive otherwise remained an employee for an additional 24 months instead of 12 months. Executive’s vested equity awards will remain exercisable in accordance with the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction terms of the following applicable Company equity compensation plan and the corresponding award agreements and thereafter will expire to the extent not exercised. If Executive is terminated prior to a Change of Control and Executive is entitled to receive severance under this Section 6(a), Executive’s unvested equity awards will remain outstanding for three months (subject to the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate maximum term stated in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedapplicable award agreement).”

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s discharges Executive without Cause or if Executive resigns from employment during for Good Reason, then, in consideration, inter alia, for the Initial Term other than (a) due restrictions contained in Sections 4 and 5, the Company will pay Executive a lump sum amount equal to Employee’s death or Disability or (b) for Cause (as defined below); or two (2) if Employee resigns from Employee’s employment for Good Reason (times Annual Base Salary as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for Employee and Employeethe fiscal year in which Executive’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment termination occurs (the “COBRA BenefitPro Rata Bonus”). , such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall be conditioned on Employee’s satisfaction end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the following (the “Severance Conditions”): (1) Employee must first sign, and allow Code. Executive will continue to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide be bound by all of the surviving provisions of this Agreement that survive termination of employment. Annual Base Salary and any other agreement between Employee and Company, (ii) agreed to cooperate in Bonus increases made during the transition first quarter of Employee’s employment; and (iii) agreed a calendar year shall not to make any voluntary statements, written or oral, or cause or encourage others to make any be taken into account for purposes of Section 8 until April 1 of such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedcalendar year.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeIf, prior to the end of the Employment Term, Executive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during Reason, and the Initial Termtermination constitutes a “separation from service” within the meaning of Section 409A of the Code, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 9, Executive will receive: (i) Company shall provide a severance lump-sum payment equal to three (3) months of EmployeeExecutive’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (Base Salary at the coverage levels and at the Company-paid monthly rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until on the earliest of Determination Date multiplied by twenty-four (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”24). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition event the Termination Date follows a completed fiscal year for which Executive’s annual bonus relating to such prior completed fiscal year has not been paid as of Employee’s employment; and the Termination Date, a lump-sum payment equal to the actual bonus that would have been paid for such completed fiscal year, (iii) agreed not a lump-sum payment equal to make any voluntary statementsExecutive’s Target Bonus at the annual rate in effect on the Determination Date, written (iv) continuation of Executive’s and Executive’s eligible dependents’ coverage under the Company’s Benefit Plans for twelve (12) months, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law and assumes the cost, on an after-tax basis, for such continuation coverage), (v) a lump-sum payment equal to Executive’s accrued and unpaid Base Salary and paid time off earned by the Executive through the Termination Date, and (vi) except as provided in Section 7(e), on or oralabout January 31 of the year following the year in which the Termination Date occurs and continuing on or about each January 31 until the year following the last year of Executive’s Benefit Plans’ coverage pursuant to this Section 7(a), a payment from the Company to Executive (the “Benefit Plans Make-Up Payment”) such that after payment of all taxes incurred by Executive, Executive receives an amount equal to the amount Executive paid during the immediately preceding calendar year for the Benefit Plans’ coverage described in this Section. The Company shall provide the reimbursement provided in clause (vi) no later than the last day of the third year following the year in which Executive’s Termination Date occurs. Except as provided in Section 7(e), or cause or encourage others to make any such statements that defameas earlier required by applicable law, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedshall pay the lump sum payments prescribed by Section 7(a) on no later than the third (3rd) business day following the Termination Date.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment during the Initial Term other than (a) due to Employee’s death hereunder Without Cause in accordance with Section 1.5.4 above or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment a resignation for Good Reason in accordance with Section 1.5.5 above, the Company shall pay Executive the following severance package (as defined below“Severance Package”): (i) during the Initial Term, Employee shall receive the Accrued Amounts on the Date an amount equivalent to twelve (12) months of Termination and, in additionExecutive’s then Base Salary, subject to the Severance Conditions belowtax withholding specified in Section 1.4.1 above, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary payable as of the Date of Termination set forth herein (the “Severance Payment”); (ii) to the extent Executive participates in any medical, divided prescription drug, dental, vision and paid any other “group health plan” of the Company immediately prior to Executive’s Termination Date, and provided that Executive timely elects COBRA continuation coverage, the Company shall pay the full cost of Executive’s COBRA continuation coverage for Executive (and for Executive’s spouse and dependents to the extent participating in equal installments over such plans immediately prior to the Termination Date) pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, for a period of three up to twelve (312) months from the Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that Executive agrees to notify the Company as soon as he accepts subsequent employment (the “COBRA Continuation”); and (iii) Base Salary earned but unpaid, vested benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Termination Date subject to the tax withholding specified in accordance Section 1.4.2 above (collectively, the “Accrued Benefits”). The Company’s obligation to provide Executive with the Severance Payment and COBRA Continuation, is contingent upon Executive’s execution and non-revocation of a Separation & Release Agreement, including a general release of claims, satisfactory to the Company, with such release becoming effective on or before thirty (30) days following Executive’s Termination Date (“Severance Condition”). Payment of the Severance Payment and COBRA Continuation, if any, will commence on the first payday following the thirtieth (30th) day after Executive’s Termination Date and continue over a twelve-month period in equal installments, with payments made on the Company’s regular payroll practices starting on paydays. Such release will not affect Executive’s continuing obligations to the first regular payday occurring after Company under the effective date of the Release Employment Covenants Agreement (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). The Company’s obligation to pay Employee and Executive’s right to receive the Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the Employment Covenants Agreement after the Termination Date. Payment and COBRA Benefit of the Accrued Benefits shall be conditioned made in full on Employeethe first payroll date after Executive’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or Termination Date in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedevent.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 8, Executive will receive: (i) Company shall provide for any bonus period partially completed at the time Executive’s employment is terminated, a severance lump-sum equal to the daily pro-rated amount of Executive’s then current quarterly bonus (if any) and annual bonus; (ii) a lump-sum payment equal to three one hundred and fifty percent (3150%) months of EmployeeExecutive’s salary then annual Base Salary, (iii) Executive will receive reimbursement for any applicable premiums Executive pays, for a period of eighteen (18) months, or if earlier, until Executive is eligible for similar benefits from another employer, if the Executive or any of his dependents is eligible for and elects COBRA continuation coverage (as described in Section 4980B of the Date Internal Revenue Code of Termination 1986, as amended (the “Severance PaymentCode”), divided and paid in equal installments over ) under the Company’s health insurance plan; (iv) a post-termination exercise period for Executive’s stock options of three twelve (312) months (but in accordance with Company’s regular payroll practices starting on no event later than the first regular payday occurring after earlier of the effective expiration of the term of the applicable stock option or the tenth (10th) anniversary of the date of grant of the Release (as defined belowapplicable option), and (iiv) immediate vesting and, if applicable, settlement (except to the extent required to avoid taxation under Section 409A) of all unvested Company will reimburse Employee for COBRA premiums equity awards (at the coverage levels and at the Company-paid rate in effect immediately prior including without limitation, any stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares or performance units) (with any such compensatory equity awards being collectively referred to such terminationherein as “Compensatory Equity”) for Employee and Employee’s covered dependents until the earliest of that (A) if such Compensatory Equity would have become vested based solely upon a time-based vesting schedule, would have vested had Executive otherwise remained an employee for the date that eighteen (18) month period commencing on his termination date, or (B) if such Compensatory Equity was either entirely or partially subject to a performance-based vesting schedule for which the relevant performace target could have been attained during the eighteen (18) month period commencing on his termination date, unless otherwise provided in the applicable Compensatory Equity award agreement, would have vested as if one hundred percent (100%) of the target performance-goals had been obtained. Upon (x) a Change of Control, and (y) if Executive’s employment is three terminated by the Company without Cause or by Executive for Good Reason within sixty (360) days before or eighteen (18) months following the Date such Change of TerminationControl, (B) the date that Employee (or Employee’s spouse or dependentsthen, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage subject to Section 8 and in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction lieu of the following payments and accelerated vesting rights set forth in Sections 7(a)(ii) and 7(a)(v) above, Executive will receive (the “Severance Conditions”): A) a lump-sum payment equal to one hundred and fifty percent (1150%) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.then annual Base Salary plus

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for without Cause (as defined below); ) or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (shall be entitled to receive continuing bi-weekly payments of severance pay at the coverage levels and at the Company-paid a rate in effect immediately prior equal to such termination) for Employee and Employee’s covered dependents until the earliest of Base Salary, as then in effect, for twelve (A) the date that is three (312) months following the Date date of Terminationtermination of employment, less all required tax withholdings and other applicable deductions, payable in accordance with the Company’s standard payroll procedures; provided that (B1) the first payment shall include any amounts that would have been paid to Employee if payment had commenced on the date that of separation from service; and (2) Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Paragraph 12A. In addition, during the twelve (12) months following the date of termination of employment, with respect to group health benefits, Employee (and his dependents) may elect, in accordance with and subject to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or Employeesimilar state law, to remain covered under the Company’s spouse group health plan for the period mandated by COBRA or similar state law. If Employee timely and effectively elects such continuation coverage, the Company will pay the premiums for such coverage of Employee (and his dependents, as applicable) are no longer eligible for COBRA coverage or (C) through such twelve-month period; provided that the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay make such payments shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the Severance Payment foregoing, no payments under this Paragraph 12B will be paid unless the Employee executes and COBRA Benefit does not revoke a Separation Agreement and Release in the form provided by the Company and all rescission periods have expired without any actual or attempted rescission. Subject to the foregoing, any payments due under this Paragraph 12B shall be conditioned on commence within sixty (60) days of Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or 's termination of employment with Company employment, provided that if such sixty (the “Release”); and (2) on or before the effective date of the Release60)-day period spans two calendar years, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate payments shall commence in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedlatter calendar year.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 7, Executive will receive: (i) Company shall provide a severance lump-sum payment equal to three Executive’s then annual Base Salary, paid within 30 days of termination of employment, (3ii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive’s eligible dependents under the Company’s health insurance plan for twelve months after the date of termination, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), (iii) a post-termination exercise period for Executive’s stock options of twelve (12) months of Employee’s salary as (but in no event later than the expiration of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date term of the Release (as defined belowapplicable stock option), and (iiiv) immediate vesting of all unvested Compensatory Equity that would have vested had Executive otherwise remained an employee for the Company 12-month period commencing on his termination date. In the event any accelerated vesting of restricted stock units, performance shares or performance units occurs pursuant to clause (iv) of the preceding sentence, the settlement of such awards and issuance of the underlying shares will reimburse Employee be subject to any required six (6) month delay pursuant to Section 24. Notwithstanding clause (iv) of this Section 6(a) above, upon a Change of Control, (x) Executive will receive immediate vesting with respect to 50% of all unvested Compensatory Equity that are then held by Executive, and (y) if a termination described in the first sentence of this Section 6(a) occurs within 60 days before or 18 months following a Change of Control, then, subject to Section 7, Executive will receive (A) a lump-sum payment equal to Executive’s annual Base Salary plus 100% of the annual Target Bonus amount for COBRA premiums the year of termination, paid within thirty (at 30) days of termination of employment, and (B) immediate vesting with respect to all unvested Compensatory Equity that are then held by Executive. For purposes of clause (x) in the coverage levels and at preceding sentence, the Company-paid rate in vesting schedule for Executive’s remaining unvested Compensatory Equity (determined after giving effect to clause (x)) shall be automatically proportionately adjusted on a grant by grant basis. Purely to illustrate the mechanics of the preceding sentence, if immediately prior to a Change of Control there were 150 unvested option shares outstanding which were vesting at a rate of 8 shares each month, and after giving effect to the accelerated vesting provisions of clause (x) 75 of such termination) for Employee and Employeeoption shares become vested on an accelerated basis, then the 75 remaining unvested option shares would thereafter vest at a rate of 4 shares per month. Executive’s covered dependents until vested stock options will remain exercisable in accordance with the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction terms of the following (1999 Stock Plan and the “Severance Conditionscorresponding option agreements and thereafter will expire to the extent not exercised.”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death discharges Executive without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination andthen, in additionconsideration, subject to inter alia, for the Severance Conditions belowrestrictions contained in Sections 4 and 5, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums pay Executive a lump sum amount equal to one and one-half (at the coverage levels and at the Company-paid rate 1.5) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for Employee and Employee’s covered dependents until the earliest of eighteen (A) the date that is three (318) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “COBRA BenefitContinuation Benefits”). ; provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall be conditioned on Employee’s satisfaction end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the following (the “Severance Conditions”): (1) Employee must first sign, and allow Code. Executive will continue to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide be bound by all of the surviving provisions of this Agreement that survive termination of employment. Annual Base Salary and any other agreement between Employee and Company, (ii) agreed to cooperate in Bonus increases made during the transition first quarter of Employee’s employment; and (iii) agreed a calendar year shall not to make any voluntary statements, written or oral, or cause or encourage others to make any be taken into account for purposes of Section 8 until April 1 of such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedcalendar year.

Termination Without Cause or Resignation for Good Reason. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will pay Executive a lump sum amount equal to one (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (times Annual Base Salary as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for Employee and Employee’s covered dependents until the earliest of twelve (A) the date that is three (312) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “COBRA BenefitContinuation Benefits”). ; provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be conditioned on Employee’s satisfaction of the following forfeited (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable the entire Initial RSU grant if Executive’s termination occurs prior to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date first anniversary of the Release, Employee must have (i) reconfirmed Employee’s agreement Effective Date). Executive will continue to abide be bound by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition that survive termination of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeIn the event of termination of Executive’s employment during the Initial Term other than (a) due to Employee’s death by Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject Executive will be entitled to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date benefits set forth in paragraph (a)(i) of this Section; (B) six months base salary if Executive has been employed by the Company as Chief Executive Officer for less than one year, or twelve (12) months’ base salary if Executive has been employed by the Company as Chief Executive Officer for at least one year, which may be paid in a lump sum or, at the election of the Company, in installments consistent with the payment of Executive’s salary while employed by the Company, subject to such payroll deductions and withholdings as are required by law; (C) payment of such portion of any bonus earned through the actual attainment of such objective performance goals as may have been set by the Compensation Committee or Board of Directors for the earning of a bonus for the year in which Executive was terminated without Cause, subject to such payroll deductions and withholdings as are required by law; (D) payment, for a period of twelve months, of any health insurance benefits that is three Executive was receiving at the time of termination of Executive’s employment under a Company employee health insurance plan subject to COBRA and (3E) (1) Executive’s unvested stock options that would were scheduled to vest based on the passage of time during the twelve months following the Date date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction termination of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to EmployeeExecutive’s employment or termination of employment with Company (the “Release”); shall vest, and (2) his unvested stock options that vest based on the attainment of performance goals or before milestones shall vest (a) fully to the effective extent such performance goals or milestones have been achieved as of the date of termination of his employment, as determined by the ReleaseBoard of Directors or Compensation Committee, Employee must have and (ib) reconfirmed Employee’s agreement pro rata to abide the extent of pro rata achievement of performance goals or milestones, as determined by all the Board of Directors or Compensation Committee, during the elapsed portion of the surviving provisions performance period ending on the date of this Agreement and any other agreement between Employee and termination of his employment. This paragraph shall not apply to (x) termination of Executive’s employment by a Subsidiary if Executive remains employed by Company, or (iiy) agreed to cooperate termination of Executive’s employment by Company if Executive remains employed by a Subsidiary in the transition of Employeea manner that does not constitute a diminution in Executive’s employment; and (iii) agreed not to make any voluntary statementsauthority, written or oralduties, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedresponsibility.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death discharges Executive without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination andthen, in additionconsideration, subject to inter alia, for the Severance Conditions belowrestrictions contained in Sections 4 and 5, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums pay Executive a lump sum amount equal to one and one-half (at the coverage levels and at the Company-paid rate 1.5) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for Employee and Employee’s covered dependents until the earliest of eighteen (A) the date that is three (318) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “COBRA BenefitContinuation Benefits”). ; provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow forfeited. Executive will continue to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide be bound by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition that survive termination of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the Severance Conditions below, (ipossible age related reduction in the next sentence) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three times the highest annual compensation, consisting solely of salary (3including any 401(k) months plan deferral) and bonus, paid to (or in the case of Employee’s salary as bonus accrued for) the Executive during any calendar year in each of the Date of Termination (three calendar years immediately prior to the “Severance Payment”), divided and paid Change in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Control; (ii) the Company will reimburse Employee shall continue to provide the Executive for COBRA premiums a period of three years after termination (but not beyond the date the Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the coverage levels and time of the termination of his employment with the Company, at the Company-paid rate ’s cost (subject to payment by the Executive of the same contribution amount and deductibles as Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for three years after the date of termination (but not beyond the date the Executive reaches age 65), the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in effect immediately prior Control or otherwise during such period. After the Executive has reached age 62, the “three” times referred to such terminationin clause (i) for Employee and Employee’s covered dependents of the previous sentence shall be reduced to a number equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the earliest Executive reaches age 65 and the denominator of (A) which is 12. The Executive shall not have a duty to mitigate the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage damages suffered by him in connection with new the termination by the Company of his employment (without Cause or a resignation for Good Reason during the “COBRA Benefit”)Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance, life disability or BEP benefits due under this section or the payments under Section 12, the Executive, after giving 10 days’ written notice to the Company identifying the Company’s obligation to pay Employee the Severance Payment and COBRA Benefit failure, shall be conditioned entitled to recover from the Company on Employee’s satisfaction a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.

Termination Without Cause or Resignation for Good Reason. If (1) If, prior to the end of the Employment Term, Executive's employment is terminated by the Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during Reason, and the Initial Termtermination constitutes a “separation from service” within the meaning of Section 409A of the Code, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 9, Executive will receive: (i) Company shall provide a severance lump-sum payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (Executive's Base Salary at the coverage levels and at the Company-paid monthly rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until on the earliest of Determination Date multiplied by twenty-four (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”24). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition event the Termination Date follows a completed fiscal year for which Executive's annual bonus relating to such prior completed fiscal year has not been paid as of Employee’s employment; and the Termination Date, a lump-sum payment equal to the actual bonus that would have been paid for such completed fiscal year, (iii) agreed not a lump-sum payment equal to make any voluntary statementsExecutive's Target Bonus at the annual rate in effect on the Determination Date, written (iv) continuation of Executive's and Executive's eligible dependents' coverage under the Company's Benefit Plans for twelve (12) months, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law and assumes the cost, on an after-tax basis, for such continuation coverage), (v) a lump-sum payment equal to Executive's accrued and unpaid Base Salary and paid time off earned by the Executive through the Termination Date, and (vi) except as provided in Section 7(e), on or oralabout January 31 of the year following the year in which the Termination Date occurs and continuing on or about each January 31 until the year following the last year of Executive's Benefit Plans' coverage pursuant to this Section 7(a), a payment from the Company to Executive (the “Benefit Plans Make-Up Payment”) such that after payment of all taxes incurred by Executive, Executive receives an amount equal to the amount Executive paid during the immediately preceding calendar year for the Benefit Plans' coverage described in this Section. The Company shall provide the reimbursement provided in clause (vi) no later than the last day of the third year following the year in which Executive's Termination Date occurs. Except as provided in Section 7(e), or cause or encourage others to make any such statements that defameas earlier required by applicable law, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedshall pay the lump sum payments prescribed by Section 7(a) on no later than the third (3rd) business day following the Termination Date.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeThe Employment Term and the Executive’s employment during hereunder may be terminated by the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment Executive for Good Reason (as defined below) during or by the Initial TermCompany without Cause. In the event of such termination, Employee the Executive shall be entitled to receive the Accrued Amounts on the Date of Termination and, in addition, and subject to the Severance Conditions below, (i) Company shall provide Executive’s execution of a severance payment equal to three (3) months release of Employee’s salary as claims in favor of the Date of Termination (the “Severance Payment”)Company, divided its affiliates and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), their respective officers and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release directors in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with provided by the Company (the “Release”) and such Release becoming effective within sixty (60) days following the Termination Date (such 60-day period, the “Release Execution Period”); and (2) on or before , the effective date Executive shall be entitled to receive the following: equal installment payments payable in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to 1.5 times the sum of the ReleaseExecutive’s annual rate of base salary for the year in which the Termination Date occurs, Employee must which shall begin within 60 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed; a payment equal to the product of (i) reconfirmed Employee’s agreement to abide by all the Annual Incentive, if any, that the Executive would have earned for the calendar year in which the Termination Date (as determined in accordance with Section 2.6) occurs based on achievement of the surviving provisions of this Agreement applicable performance goals for such year and any other agreement between Employee and Company, (ii) agreed a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that annual bonuses are paid to cooperate similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the transition end of Employee’s employmentthe calendar year in which the Termination Date occurs; If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the 15th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) agreed not the date on which the Executive becomes eligible to make any voluntary statementsreceive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, written or oralif the Company’s making payments under this Section 2.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or cause or encourage others result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to make any such statements that defamereform this Section 2.2(c) in a manner as is necessary to comply with the ACA. The treatment of each outstanding equity award, disparageif any, or shall be determined in any way criticize accordance with the personal and/or business reputations, practices, or conduct terms of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated applicable plan and completely extinguishedaward agreement.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeUpon termination of the Executive’s employment with the Company and Holdings during the Initial Term other than Employment Period either (ai) due to Employee’s death or Disability by the Company and Holdings without Cause or (bii) for Cause (as defined below); or (2) if Employee resigns from Employeeby the Executive’s employment resignation for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, and subject to the Severance Conditions belowExecutive’s execution and non-revocation of a release in substantially such reasonable form as is provided by the Company (such release shall include provisions regarding non-disparagement of the Company and Holdings, the Executive’s cooperation with legal claims, and the Executive’s compliance with the covenants set forth in Article VIII of this Agreement), the Executive will receive in 24 monthly installments an amount equal to two times the sum of: (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), Base Salary and (ii) the Company will reimburse Employee for COBRA premiums (at average Annual Bonus earned in the coverage levels and at the Company-paid rate in effect immediately preceding three years, or, if termination occurs prior to such terminationthree year period, the average Annual Bonus earned during such shorter period, or if termination occurs in the first Year of the Employment Period, the Target Bonus. In addition to the above payments, (a) for Employee Executive shall receive upon termination of employment, a Prorata Annual Bonus at the time the Annual Bonus would have otherwise been payable had Executive’s employment not terminated and Employee’s covered dependents until the earliest continuation of (A) non-taxable health and dental benefits to which Executive is entitled as of the date of termination for 12 months; provided that is three such benefits shall cease upon the Executive becoming eligible for comparable benefits from a new employer; (3b) Executive shall receive, for a period of 12 months following the Date date of Terminationtermination, but no later than the point at which Executive is employed on a substantively full-time basis, executive career transition services, not to exceed $25,000 in the aggregate; and (Bc) the date that Employee (or Employee’s spouse or dependentsTime-Based Tranche Options provided to the Executive pursuant to the Option Agreement attached hereto as Exhibit B shall immediately become fully vested. Notwithstanding the foregoing, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the if Executive is a “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction specified employee” under Section 409A of the following (the “Severance Conditions”): (1) Employee must first signCode, and allow to become effectiveany payments described above would result in the imposition of an additional tax under that section, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out then any of or any way related to Employee’s employment or the above payments due during the six months following the termination of employment with Company (shall be accumulated and paid on the “Release”); and (2) on or before day following the effective date six month anniversary of the Release, Employee must have (i) reconfirmed EmployeeExecutive’s agreement to abide by all termination of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, the Company shall pay Executive the Termination Amounts. In addition, subject to Executive furnishing to the Company an executed Release within a reasonable time period specified therein but which in no event will be greater than forty-five (45) days after the date of termination, and allowing the Release to become effective in accordance with its terms, Executive shall be entitled to: (1) Company terminates Employeeseverance in the form of a lump sum payment equivalent to (i) if Executive’s employment during termination occurs prior to a four (4) month period before a Change in Control, twelve (12) months of his Base Salary (at the Initial Term other than (a) due Base Salary rate in effect at the time of termination, but prior to Employee’s death or Disability or (b) for Cause (as defined belowany reduction triggering Good Reason); or (2ii) if Employee resigns from EmployeeExecutive’s employment for Good Reason termination occurs within four (as defined below4) during the Initial Termmonths before, Employee shall receive the Accrued Amounts on the Date of Termination andor after a Change in Control, in addition, subject to the Severance Conditions below, eighteen (i) Company shall provide a severance payment equal to three (318) months of Employeehis Base Salary (at the Base Salary rate in effect at the time of termination, but prior to any reduction triggering Good Reason); (2) payment of 100% of Executive’s salary as of premiums to cover COBRA for the Date of Termination (the “Severance Payment”), divided Executive and paid in equal installments over his eligible dependents for a period of three twelve (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (312) months following the Date termination date; (3) a pro-rata Annual Performance Bonus for the year of Terminationtermination, where the amount of the pro-rata bonus is the Executive’s maximum bonus opportunity (B60% of Executive’s then Base Salary) multiplied by a fraction, the date numerator of which shall be the number of full and partial months Executive worked for the Company during the year of termination and the denominator of which shall be 12; and (4) immediate accelerated vesting of any unvested equity, whether such equity is subject to time-based or performance-based vesting, including, without limitation, any shares of restricted stock, restricted stock units and unvested outstanding stock option(s) (including, but not limited to, accelerated vesting of any outstanding Options or RSU Awards under Section 3.7 of this Agreement), and provided further that Employee (any contractual limitations or Employee’s spouse restrictions on the rights of Executive to sell or dependents, as applicable) are transfer any capital stock of the Company shall lapse and no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new apply upon his termination from employment (the “COBRA Benefit”)under this Section. Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): The payments under (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (23) above will be made on or before the Company’s first regular payroll date after the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement and the reimbursement or payment of COBRA premiums will be made as those premium payments become due for Executive, provided that any such payment that is scheduled to abide by all be paid before the effective date of the surviving provisions of this Agreement Release shall accrue and any other agreement between Employee and Company, (ii) agreed to cooperate be paid in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any first payroll period that follows such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedeffective date.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death discharges Executive without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums pay Executive a lump sum amount equal to one and one-half (at the coverage levels and at the Company-paid rate 1.5) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such terminationpayment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for Employee and Employee’s covered dependents until the earliest of eighteen (A) the date that is three (318) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “COBRA BenefitContinuation Benefits”). ; provided, however, that the Company’s obligation to pay Employee provide the Severance Payment and COBRA Benefit Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be conditioned on Employee’s satisfaction of the following forfeited (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable the entire Initial RSU grant if Executive’s termination occurs prior to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date first anniversary of the Release, Employee must have (i) reconfirmed Employee’s agreement Effective Date). Executive will continue to abide be bound by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition that survive termination of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) a The Company terminates Employeemay terminate Executive’s employment during with the Initial Term other than (a) due to Employee’s death or Disability or (b) for Company at any time without Cause (as defined below); or (2) if Employee resigns from Employee’s employment and Executive may resign for Good Reason in accordance with the terms provided herein. b If Executive is terminated by the Company without Cause or resigns for Good Reason, the Company shall pay Executive, as severance, (x) the equivalent of twelve (12) months of Executive’s Base Salary in effect as defined below) during of the Initial Term, Employee shall receive the Accrued Amounts on the Date date of Termination and, in additionExecutive’s employment termination, subject to standard payroll deductions and withholdings; and (y) if the Severance Conditions below, (i) Company shall provide a severance payment equal termination date occurs subsequent to three (3) months of Employee’s salary as the conclusion of the Date fiscal year but prior to the payment of Termination the Annual Bonus to which the fiscal year relates, such Annual Bonus, if any, as computed in accordance with Section 2.2 above (the “Severance PaymentBenefits”), divided and . The Severance Benefits will be paid in equal installments over as a period of three (3) months in accordance with continuation on the Company’s regular payroll practices starting on payroll, beginning no later than the first regular payday occurring regularly-scheduled payroll date following the sixtieth (60th) day after the effective date of the Release Executive’s Separation from Service (as defined below), provided the Separation Agreement (as discussed in Paragraph 6) has become effective, and further provided that the Bonus component under (y), if any, shall be paid in a lump sum on the sixtieth day after Executive’s Separation from Service. c For purposes of this Agreement, “Cause’’ for termination will mean: (a) commission of any (i)felony or (ii) crime involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company will reimburse Employee for COBRA premiums (at reasonable wear and tear from regular use excepted); (e) chronic neglect or absenteeism in the coverage levels and at performance of Executive’s duties; (f) willful misconduct, gross negligence, or other material violation of Company policy or code of conduct that causes an adverse effect upon the Company-paid rate ; (g) breach of any written agreement with the Company (including this Employment Agreement); or (h) any action that in effect immediately prior the reasonable belief of the Board shall or potentially shall subject the Company to such termination) material adverse publicity or effects. Prior to any termination for Employee and Employee’s covered dependents until the earliest of Cause under section (A) the date that is three (3) months following the Date of Terminationc), (B) the date that Employee e), (or Employee’s spouse or dependentsf), as applicable) are no longer eligible for COBRA coverage (g), or (Ch), the Board shall provide Executive by written notice with ten (l 0) calendar days to cure same, provided any such actions underlying Cause are determined by the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”)Board to be curable. Company’s obligation to pay Employee the Severance Payment and COBRA Benefit Any determination of Cause hereunder shall be conditioned on Employee’s satisfaction of made by the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreementBoard in its good faith discretion, which shall include a full general release in a form acceptable only be made by the Board and, to Companythe extent deemed practicable by the Board, releasing all claims, known after providing the Executive an opportunity to respond to any determination or unknown, that Employee may have against Company arising out allegation of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedCause.

Termination Without Cause or Resignation for Good Reason. If (1) In the event Executive's employment with the Company terminates Employee’s employment during is terminated by the Initial Term other than (a) due to Employee’s death or Disability or (b) for Company without Cause (as defined belowbelow in Section 7.3(a); ) or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during below in Section 7.3(b)), the Initial TermCompany shall pay Executive all amounts of Base Salary accrued but unpaid on the date of termination, Employee and any accrued but unused vacation time. In addition, Executive shall be eligible to receive the Accrued Amounts on the Date of Termination and, in addition, subject to the following severance benefits ("Severance Conditions below, Benefits"): (i) Company shall provide a severance payment payments equal to three (3) 18 months of Employee’s salary as Executive's then-applicable Base Salary, payable in equal monthly installments ("Severance Period"); (ii) 1.5 times the Target Bonus for the year in which such termination occurs; (iii) any outstanding Options held by Executive on the date of such termination shall be deemed to vest on a monthly basis (with 1/36th of the Date total number of Termination shares subject to each outstanding Option vesting for each month of continued employment of Executive) and such Options shall immediately vest and become exercisable to the extent that such Options would have vested if Executive had remained employed during the Severance Period, and shall remain exercisable for the periods specified in the relevant option agreements. Executive's eligibility for the foregoing Severance Benefits is conditioned on (a) Executive having first signed a release of claims in a form provided by the “Company, and (b) Executive's agreement not to perform services as an employee or consultant for any of the following entities during the Severance Payment”Period: Bloomberg, Reuters, Dow Xxxxx, CNN Money, Xxxxxx.xxx, Xxxxxxxx.xxx, XXXXX.xxx, or Thomson (including their affiliates and joint ventures). If Executive engages in such activity during the Severance Period, divided all payments and paid in equal installments over benefits immediately shall cease, and Executive shall be given a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior 30 days thereafter to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer exercise any vested Options. If Executive becomes eligible for COBRA coverage or (C) Change of Control Severance Benefits under Section 8.1 below, Executive shall not be eligible for the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the foregoing Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedBenefits.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing four weeks notice. The Executive may resign for Good Reason during the Contract Period upon four weeks’ written notice to the Company specifying facts and circumstances claimed to support the Good Reason. The Executive shall be entitled to give a Notice of Termination that his or her employment is being terminated for Good Reason at any time during the Contract Period, not later than twelve months after any occurrence of an event stated to constitute Good Reason. If (1) the Company terminates Employeethe Executive’s employment during the Initial Term other than Contract Period without Cause or if the Executive Resigns for Good Reason, the Company shall, subject to section 12 hereof: a. Within 20 business days of the termination of employment pay the Executive a lump sum equal to: (ai), if the Executive has been continuously employed by the Bank for 6 full years or more, one (1) due to Employee’s death or Disability year of Base Salary plus a Pro-rata Bonus Amount or (bii), if the Executive has been continuously employed by the Bank for less than 6 full years but more than 3 years, then six (6) months of Base Salary plus a Pro-rata Bonus Amount; and b. Continue to provide the Executive with medical, dental and life insurance for Cause the period equal to the equivalent period of the lump sum payment (i.e. 6 months or 1 year) as defined below); or (2) if Employee resigns from Employeewere provided at the time of the termination of the Executive’s employment with the Company, at the Company’s cost (subject to normal co-pays, deductible and employee contributions). Upon expiration of benefit coverages, full COBRA benefits (18 months) will be made available to Executive. The Executive shall not have a duty to mitigate the damages suffered by the Executive in connection with the termination by the Company of the Executive’s employment without Cause or a resignation for Good Reason (as defined below) during the Initial TermContract Period. If the Company fails to pay the Executive the lump sum amount due the Executive hereunder or to provide the Executive with the health, Employee shall receive hospitalization and insurance benefits due under this section, the Accrued Amounts on the Date of Termination andExecutive, in addition, subject after giving 10 days’ written notice to the Severance Conditions belowCompany identifying the Company’s failure, (i) shall be entitled to recover from the Company shall provide a severance payment equal to three (3) months of Employee’s salary as all of the Date of Termination (the “Severance Payment”), divided Executive’s reasonable legal fees and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage expenses incurred in connection with new employment (the “COBRA Benefit”)enforcement against the Company of the terms of this Agreement. Company’s obligation to pay Employee the Severance Payment and COBRA Benefit The Executive shall be conditioned on Employee’s satisfaction denied payment of his or her legal fees and expenses only if a court finds that the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out Executive sought payment of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliatesfees without reasonable cause. All other Company obligations to Employee will be automatically terminated and completely extinguished10.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates Employeethe Executive’s employment during without Cause or the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below), the Company shall pay the Executive any earned but unpaid Base Salary, any unpaid portion of the Annual Performance Bonus not paid from the year prior to termination and unused vacation accrued (if applicable) during through the Initial Termdate of termination, Employee shall receive at the Accrued Amounts on the Date of Termination andrates then in effect, in less standard deductions and withholdings. In addition, subject if the Executive furnishes to the Severance Conditions belowCompany an executed Payment Release, (i) Company shall provide a severance payment equal which is non-revocable prior to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release Date (as defined below), and if the Executive allows the Payment Release to become effective in accordance with its terms, then the Executive shall receive (a) an aggregate amount equal to (i) twelve (12) months of the Executive’s then current Base Salary and (ii) Executive’s target Annual Performance Bonus (disregarding any reduction in Base Salary or target Annual Performance Bonus that constitutes Good Reason), payable in equal installments over the twelve (12) month period following the date of the Executive’s termination in accordance with customary payroll practices, but no less frequently than monthly; and (b) monthly reimbursement of the COBRA premiums associated with continued group health and dental plan coverage in which the Executive was enrolled as of the date of the Executive’s employment termination, less active employee rates, until the earlier of: (i) twelve (12) months from the date of the termination of the Executive’s employment, or (ii) until the Executive becomes eligible to be covered under a subsequent employer’s group health insurance plan. The Executive agrees to provide the Company will reimburse Employee for COBRA premiums with written notice of the Executive’s eligibility to be covered under a subsequent employer’s group health insurance plan no later than five (at 5) business days after the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer Executive becomes eligible for COBRA coverage such coverage. The payments set forth in the preceding clause (a) and (b) shall commence within the next payroll cycle following, but no later than within fourteen (14) days following, the Release Date and will be subject to required withholding, provided that any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment. Except as provided in Section 3.3 or (C) Section 5.3 below, upon the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). CompanyExecutive’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Releasepursuant to this Section 5.1, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company shall have no further obligations to Employee will the Executive, except as may otherwise be automatically terminated and completely extinguishedrequired by law.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during is terminated by the Initial Term other than (a) due to Employee’s death or Disability or (b) for Company without Cause (as defined subject to the exception discussed below); ) or (2) if by Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 8, Employee will receive: (i) Company shall provide a severance continued payment equal to three of fifty percent (350%) months of Employee’s salary as of the Date of Termination Base Salary (the “Severance Payment”)subject to applicable tax withholdings) for twelve (12) months, divided and such amounts to be paid in equal installments over a period of three (3) months in accordance with the Company’s regular normal payroll practices starting policies, provided that any continuing payments that have not been paid by the last payroll date prior to March 15 following the calendar year of termination shall be paid in a lump sum on the first regular payday occurring after the effective date of the Release (as defined below), and such payroll date; (ii) the Company will reimburse actual earned cash incentive, if any, payable to Employee for COBRA premiums (the current year, pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s actual earned cash incentive by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365, such amounts to be paid at the coverage levels and at same time as similar bonus payments are made to the Company-’s executive officers, and (iii) reimbursement for premiums paid rate in effect immediately prior to such termination) for continued health benefits for Employee (and Employeeany eligible dependents) under the Company’s covered dependents health plans until the earliest earlier of (A) twelve (12) months, payable when such premiums are due (provided Employee validly elects to continue coverage under the date that is three Consolidated Omnibus Budget Reconciliation Act (3) months following the Date of Termination“COBRA”)), or (B) the date that upon which Employee (or and Employee’s spouse or dependentseligible dependents become covered under similar plans. For purposes of clarity, as applicable) are no longer eligible the Committee shall determine, in good faith, the extent to which any cash incentive has been earned by Employee. Employee will not be entitled to the foregoing severance benefits for COBRA coverage or (C) any termination without Cause that occurs after January 28 of the date when Employee receives substantially equivalent health insurance coverage calendar year following the calendar year in which occurs the non-appealable completion of, and entry of final judgment in connection with new employment (with, all patent-related litigation to which the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment Company is a party and COBRA Benefit shall be conditioned on Employee’s satisfaction pending as of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Releasethis Amendment (which, Employee must have (i) reconfirmed Employee’s agreement to abide by all for purposes of the surviving provisions of this Agreement following illustration, is referred to as the “Section 10(d)(i) Event”). As an example, and any other agreement between Employee and Companyfor illustrative purposes only, (iiif the Section 10(d)(i) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statementsEvent occurs on March 1, written or oral2011, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedentitled to severance benefits for any termination without Cause, or for Good Reason, that occurs on before January 28, 2012.

Termination Without Cause or Resignation for Good Reason. If (1) In addition to the applicable Accrued Obligations, if the Company terminates the Employee’s employment during without Cause, or the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for with Good Reason (as defined below) Reason, in each case during the Initial Term, the Company shall pay Employee and Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject be entitled to: (A) an amount equal to the Severance Conditions belowEmployee’s base salary immediately preceding the termination for a period of thirty-six (36) months if the termination occurs within one (1) year of the anniversary of the Closing, to be paid in equal monthly installments; or (B) an amount equal to the Employee’s base salary immediately preceding the termination for a period of twenty-four (24) months if the termination occurs after the one (1) year anniversary of the Closing but before the two (2) year anniversary of the Closing, to be paid in equal monthly installments; or (C) an amount equal to Employee’s base salary immediately preceding the termination for the lesser of (i) Company shall provide a severance payment equal to three (3) months the period of Employee’s salary as time remaining until the end of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Initial Term or (ii) the Company will reimburse Employee for COBRA premiums eighteen (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (318) months following the Date of Termination, to be paid in equal monthly installments if the termination occurs after the two (2) year anniversary of the Closing but before the expiration of the Initial Term; and (D) payment, on an after tax basis, of the portion of the applicable COBRA premiums equal to the employer portion of the health care premium paid by the Company on behalf of similarly situated active employees of the Company, for the lesser of (i) the period of time remaining until the end of the Initial Term or (ii) eighteen (18) months following the Date of Termination for the Employee (or, at the election of the Company, a lump-sum amount equivalent to such payments, based on the employer portion of the health care premium applicable at the time of the Notice of Termination) if the termination occurs before the expiration of the Initial Term (the benefits described in clauses (A), (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment and (D), the “COBRA BenefitSeverance Benefits”). For the avoidance of doubt, with respect to any continuation health care coverage, the Employee is responsible for the remaining portion of the applicable COBRA premium including any administrative fees, and any such period of continuation coverage described above shall run concurrently with any applicable COBRA period. The Severance Benefits (for the avoidance of doubt, the commencement thereof) are subject to the Employee’s timely execution and non-revocation of the release of claims and separation agreement substantially in the form attached as Exhibit A hereto (which the Company and Employee must execute and which may be updated at the Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first signreasonable discretion for changes in applicable law and/or interpretations thereof, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and ) within the sixty (260) on or before day period following the effective date Date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate Termination. Any such Severance Benefits will commence in the transition of Employee’s employment; month following the month in which the Release becomes irrevocable and (iii) agreed not to make such first payment will include any voluntary statementsamounts that would have been paid but for the Release requirement, written or oral, or cause or encourage others to make provided that if such 60 day period overlaps two calendar years that any such statements that defame, disparage, or Severance Benefits shall commence in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedlater calendar year.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during the Initial Term Not in Connection with a Change in Control. If, at any time other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during within the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination immediately preceding or twelve (the “Severance Payment”), divided and paid in equal installments over a period of three (312) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after immediately following the effective date of the Release a Change in Control (as defined below), and Executive’s employment terminates due to an involuntary termination (iinot including death or Complete Disability) without Cause, or due to Executive’s voluntary resignation for Good Reason, the Company will reimburse Employee for COBRA premiums (shall pay Executive all Base Salary, accrued and unused paid time off benefits and any accrued bonuses determined by the Board to have been earned by Executive in accordance with Section 2.2 and any other accrued benefits, in each case as earned through the date of termination, and any unreimbursed expenses incurred in accordance with Company policy, at the coverage levels and rates in effect at the time of termination, less standard deductions and withholdings. In addition, upon Executive’s furnishing to the Company an effective waiver and release of claims substantially similar to the form attached hereto as Exhibit A (the “Release and Waiver”) within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) severance payments in an aggregate amount up to six (6) months of Executive’s then-current Base Salary, paid to Executive on the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents regular paydays until the earliest earlier of (Ai) the date that is three six (36) months following Executive’s termination or (ii) the date as of which Executive commences employment with another employer, subject to standard payroll deductions and withholdings, with the first such payment being made on the first payday following the date the Release and Waiver becomes effective (it being understood that such first payment shall include any amounts otherwise payable hereunder on paydays that occur prior to the date the Release and Waiver becomes effective); (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) at the Company’s expense for a period of six (6) months following the Date of Terminationtermination date; provided, (B) however, that in the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer event Executive becomes eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health comparable group insurance coverage in connection with new employment employment, such COBRA premium payments by the Company shall terminate immediately; and (3) a lump sum payment equal to Executive’s then-current Target Bonus, subject to standard payroll deductions and withholdings, payable within thirty (30) days of the date the Release and Waiver becomes effective / the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated as of the date of such termination, such that a number of such shares shall be vested as if Executive had continued to be employed until the six (6) month anniversary of the date of such termination (collectively, the “COBRA BenefitSeverance Benefits”). Company’s obligation to pay Employee In the event Executive is eligible for Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Benefits under this Section 3.3, Executive is not eligible for any Change In Control Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedBenefits under Section 3.4 below.

Termination Without Cause or Resignation for Good Reason. If (1) Executive's employment is terminated by the Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 7, Executive will receive: (i) Company shall provide a severance lump-sum payment equal to three (3) months Executive's then annual Base Salary, paid within 30 days of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Companyemployment, (ii) agreed reimbursement for any applicable premiums Executive pays to cooperate in continue coverage for Executive and Executive's eligible dependents under the transition Company's health insurance plan for twelve months after the date of Employee’s employment; and termination, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), (iii) agreed not to make any voluntary statementsa post-termination exercise period of twelve (12) months, written or oral, or cause or encourage others to make any such statements and (iv) immediate vesting of all unvested Compensatory Equity that defame, disparage, or in any way criticize would have vested had Executive otherwise remained an employee for the personal and/or business reputations, practices, or conduct 12-month period commencing on his termination date. Notwithstanding clause (iv) of the Company preceding sentence, upon a Change of Control, (x) Executive will receive immediate vesting with respect to 50% of all unvested Stock Options that are then held by Executive, and (y) if a termination described in the preceding sentence occurs within 60 days before or any 18 months following a Change of its affiliatesControl, Executive will receive (A) a lump-sum payment equal to Executive's annual Base Salary plus 100% of the annual Target Bonus amount for the year of termination and (B) immediate vesting with respect to all unvested Stock Options that are held by an Executive. All other Company obligations For purposes of clause (x) in the preceding sentence, the vesting schedule for Executive's remaining unvested Stock Options (determined after giving effect to Employee will clause (x)) shall be automatically terminated proportionately adjusted on a grant by grant basis. Purely to illustrate the mechanics of the preceding sentence, if immediately prior to a Change of Control there were 150 unvested option shares outstanding which were vesting at a rate of 8 shares each month, and completely extinguishedafter giving effect to the accelerated vesting provisions of clause (x) 75 of such option shares become vested on an accelerated basis, then the 75 remaining unvested option shares would thereafter vest at a rate of 4 shares per month. Executive's vested Stock Options will remain exercisable in accordance with the terms of the 1999 Stock Plan and the corresponding Option Agreements and thereafter will expire to the extent not exercised.

Termination Without Cause or Resignation for Good Reason. If You understand that your employment will be “at will”, which means that both you and the Company may terminate your employment at any time, for any reason with or without Cause or advanced notice; provided, however, you agree, if possible, to provide the Company with at least two (2) weeks’ advance written notice of your intent to voluntarily resign from employment (other than for Good Reason). The Company may, in its sole discretion, waive the notice period upon your resignation of employment without Good Reason and your employment will immediately terminate at that time with no right to compensation (other than Accrued Benefits through the Date of Termination). In the event your employment is terminated by the Company other than due to Cause, death or disability or you resign from your employment with the Company for Good Reason, in either case other than during the Corporate Transaction Period, subject to your execution and delivery of an effective and irrevocable Release within sixty (60) days of such Date of Termination, the Company will: (1) Company terminates Employee’s employment during the Initial Term other than (a) due continue to Employee’s death or Disability or (b) provide you with your then-current Base Salary for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three nine (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (39) months following the Date of Termination, which shall be paid in accordance with the Company’s normal payroll procedures; (2) accelerated vesting of all outstanding Company stock options and other stock-based awards held by you that would have vested within nine (9) months following the Date of Termination as if your employment with the Company had not terminated; (3) should you timely elect to continue health and dental insurance coverage following the Date of Termination in accordance with the provision of COBRA, the Company shall pay you a taxable monthly cash payment equal to the full monthly premium for such coverage for the period beginning on the Date of Termination and ending on the earlier to occur of (A) the date on which you obtain coverage under another health and dental insurance plan, (B) the date that Employee (or Employee’s spouse or dependentsend of your COBRA health continuation period, as applicable) are no longer eligible for COBRA coverage required by law or (C) the date when Employee receives nine months after the Date of Termination; (4) any earned and unpaid Bonus for the prior year; and (5) any unpaid portion of the Signing Bonus. The amounts payable under Sections 3(c)(4) and (5) shall be paid out in a single lump sum within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding anything to the contrary herein, payment of the Severance Benefits set forth in 3(b) and 3(c) is subject to (i) your execution and non-revocation of a waiver and general release of claims related to your employment and separation from employment, and non-disparagement provision, substantially equivalent health insurance coverage in connection the form attached hereto as Exhibit A (“Release”) within sixty (60) days following the date of your termination of employment and (ii) your continued compliance in all material respects with new employment your obligations under Section 4 of this Offer Letter (collectively, the “COBRA BenefitRestrictive Covenants”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): The Release will not waive: (1) Employee must first signany rights to indemnification and/or contribution, advancement or payment of related expenses you may have pursuant to the Company’s Bylaws or other organizing documents, under any written indemnification or other agreement between you and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to the Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”)and/or under applicable law; and (2) any rights you may have to insurance coverage under any directors and officers liability insurance, other insurance policies of the Company, COBRA or any similar state law; (3) any claims for worker’s compensation benefits, disability or unemployment insurance, or any other claims that cannot be released as a matter of applicable law; (4) your rights to any vested equity or vested benefits under any written agreement with the Company or Company benefit plan, subject to the terms and conditions of such plan and applicable law; and (5) any claims arising after the date you sign the Release. Subject to your execution, delivery and non-revocation of the Release and Sections 3(b) and (c), the Severance Benefits will commence being paid on or before the first payroll date after the effective date of the Release, Employee must with the first such installment to include and satisfy all installments that would have otherwise been made up to such date assuming for such purpose that the installments had commenced on the first payroll date following your termination of employment. In the event you fail to execute the Release in a timely manner so as to permit any revocation period to expire prior to the end of such sixty (i60) reconfirmed Employee’s agreement to abide by all day period (or you revoke acceptance of the surviving provisions of this Agreement and Release following its execution) or your breach any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or Restrictive Covenants, you will not be entitled to receive any of its affiliates. All other Company obligations to Employee the Severance Benefits, and you will be automatically terminated and completely extinguishedrequired to repay to the Company any previously paid Severance Benefits.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeNotwithstanding Executive’s at-will employment during the Initial Term other than status, if: (a) due to EmployeeExecutive’s death or Disability or (b) for employment with the Company is terminated without Cause (as defined below); ) or (2) if Employee Executive resigns from Employee’s his employment for Good Reason (as defined below) during (a “Qualifying Termination”), and (b) Executive signs a general and complete release of any and all potential claims against the Initial TermCompany, Employee its directors, officers, employees, agents and affiliates in a form acceptable to the Company and allows such release to become effective, and (c) Executive signs a one-year consulting agreement with the Company, which shall receive the Accrued Amounts on the Date of Termination andinclude a non-compete provision, in addition, subject a form acceptable to the Severance Conditions below, Company; then in addition to any other amounts that may be due Executive: (i) the Company shall provide a severance payment equal continue to three (3) months of Employeepay Executive’s salary as of then current salary, less required tax withholdings, payable on the Date of Termination (the “Severance Payment”)Company’s normal payroll dates, divided and paid in equal installments over for a period of three (3) 12 months in accordance with Company’s regular payroll practices starting on following the first regular payday occurring after the effective date of the Release (as defined below)such Qualifying Termination, and (ii) the Company will reimburse Employee for COBRA premiums (shall pay Executive a bonus in the amount of Executive’s then current target bonus, payable at the time the Company normally pays executive bonuses, and subject to required deductions and withholdings, (iii) should Executive timely elect to continue his health care insurance benefits under federal COBRA law or similar state statutes, the Company shall pay the cost of continuing Executive’s then current health insurance coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest a period of (A) the date that is three (3) 12 months following the Date date of such Qualifying Termination, and (Biv) effective as of such Qualifying Termination, Executive shall automatically and without further action required on Executive’s part or the date part of the Company receive 12 months of vesting acceleration with respect to each outstanding stock option held by Executive (but in each case, not exceeding to the total number of shares that Employee (remain unvested under the relevant document or Employee’s spouse or dependents, as applicableagreement) are no longer eligible for COBRA coverage or (C) and the date when Employee receives substantially equivalent health insurance coverage period in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit which Executive may exercise such options shall be conditioned on Employee’s satisfaction of 12 months from such Qualifying Termination (collectively, the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release benefits as described in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company), (ii) agreed to cooperate in the transition of Employee’s employment; and ), (iii) agreed not and (iv) are referred to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize as the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished“Basic Severance Compensation”).

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements of Section 1(e). If (1) the Company terminates Employeethe Executive’s employment during the Initial Term other than (a) due to Employee’s death Contract Period without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive Resigns for Good Reason (as defined Reason, the Company shall pay the Executive the severance amounts set forth in this Section 9 below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) the Executive’s execution and non-revocation of a written release of all claims against the Company shall provide a severance payment equal and all related parties with respect to three (3) months of Employee’s salary as all matters arising out of the Date of Termination Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as Exhibit A (the “Severance PaymentRelease”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. 187 The Executive shall receive a lump sum cash severance payments in an amount equal to (A) 3.0 times the Executive’s annual Base Salary at the coverage levels and at the Company-paid rate in effect immediately prior to such at the time of the Executive’s termination, plus (B) for Employee and Employee’s covered dependents until 3.0 times the earliest greater of (Ai) the date that is Executive’s average annual bonus paid by the Company to the Executive for the three (3) months following fiscal years preceding the Date of Termination, (B) fiscal year in which the date that Employee (or EmployeeExecutive’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive Termination of Employment. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (the “ReleaseMonthly COBRA Costs”); . Following the foregoing 18-month period, if the Executive secures an individual policy for health coverage for himself and, where applicable, his spouse and (2) dependents, the Company will reimburse the Executive for the monthly cost of such coverage for the period commencing on or before the effective date first day following the 18-month period and ending on the last day of the Release, Employee must have (i) reconfirmed Employee36-month following the Executive’s agreement to abide by all termination date; provided that the amount of the surviving provisions of Company’s reimbursement for any month during this Agreement and any other agreement between Employee and Companyperiod will not exceed the Monthly COBRA Costs. Notwithstanding the foregoing, (ii) agreed the Company reserves the right to cooperate in restructure the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or foregoing continued coverage arrangement in any way criticize the personal and/or business reputations, practices, manner reasonably necessary or conduct of appropriate to avoid penalties or negative tax consequences to the Company or the Executive, as determined by the Company in its sole and absolute discretion. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. Notwithstanding anything contained herein to the contrary, upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of the Board and any committees thereof, or the board of directors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. The Company may terminate the Executive without Cause during the Contract Period by written notice to the Executive providing thirty (30) days notice. The Executive may resign for Good Reason during the Contract Period upon thirty (30) days’ written notice in accordance with the requirements of Section 1(e). If (1) the Company terminates Employeethe Executive’s employment during the Initial Term other than (a) due to Employee’s death Contract Period without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive Resigns for Good Reason (as defined Reason, the Company shall pay the Executive the severance amounts set forth in this Section 9 below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) the Executive’s execution and non-revocation of a written release of all claims against the Company shall provide a severance payment equal and all related parties with respect to three (3) months of Employee’s salary as all matters arising out of the Date of Termination Executive’s employment by the Company, or the termination thereof, substantially in the form attached hereto as Exhibit A (the “Severance PaymentRelease”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums Executive’s continued compliance with the restrictive covenants referenced in Section 11 below. 177 The Executive shall receive a lump sum cash severance payments in an amount equal to (A) 3.0 times the Executive’s annual Base Salary at the coverage levels and at the Company-paid rate in effect immediately prior to such at the time of the Executive’s termination, plus (B) for Employee and Employee’s covered dependents until 3.0 times the earliest greater of (Ai) the date that is Executive’s average annual bonus paid by the Company to the Executive for the three (3) months following fiscal years preceding the Date of Termination, (B) fiscal year in which the date that Employee (or EmployeeExecutive’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with occurs, or (ii) the annual bonus paid by the Company to the Executive for the last completed fiscal year. The severance amount shall be paid in a lump sum within thirty (30) days of the Executive Termination of Employment. Provided that the Executive is eligible for and timely elects COBRA continuation coverage, during the 18-month period following the Executive’s termination date, the Company shall reimburse the Executive for the monthly COBRA cost of continued coverage for the Executive, and, where applicable, his spouse and dependents, paid by the Executive under the Company’s group health plan pursuant to Section 4980B of the Code, less the amount that the Executive would be required to contribute for such health coverage if the Executive were an active employee of the Company (the “ReleaseMonthly COBRA Costs”); . Following the foregoing 18-month period, if the Executive secures an individual policy for health coverage for himself and, where applicable, his spouse and (2) dependents, the Company will reimburse the Executive for the monthly cost of such coverage for the period commencing on or before the effective date first day following the 18-month period and ending on the last day of the Release, Employee must have (i) reconfirmed Employee36-month following the Executive’s agreement to abide by all termination date; provided that the amount of the surviving provisions of Company’s reimbursement for any month during this Agreement and any other agreement between Employee and Companyperiod will not exceed the Monthly COBRA Costs. Notwithstanding the foregoing, (ii) agreed the Company reserves the right to cooperate in restructure the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or foregoing continued coverage arrangement in any way criticize the personal and/or business reputations, practices, manner reasonably necessary or conduct of appropriate to avoid penalties or negative tax consequences to the Company or the Executive, as determined by the Company in its sole and absolute discretion. The Executive shall not have a duty to mitigate the damages suffered by him in connection with the termination by the Company of his employment without Cause or a resignation for Good Reason during the Contract Period. Notwithstanding anything contained herein to the contrary, upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have automatically resigned from all positions, including as an officer and, if applicable, as a director or member of the Board and any committees thereof, or the board of directors or committees of any of the Company’s subsidiaries or affiliates or any other fiduciary positions with the Company or its subsidiaries or affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

Termination Without Cause or Resignation for Good Reason. If (1) the Company terminates EmployeeExecutive’s employment during the Initial Term other than involuntarily without Cause (a) excluding any termination due to Employee’s death or Disability Disability) or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions limitations of Sections 7 and 8 below, Executive shall be entitled to receive: (i) Company shall provide continuing severance pay at a severance payment rate equal to three one-hundred percent (3100%) of the Executive’s Base Salary, as then in effect (less applicable withholding), for a period of eighteen (18) months from the date of Employeesuch termination, paid in accordance with the Company’s salary normal payroll practices; (ii) to the extent not already earned and accrued, a lump sum equivalent to one hundred percent (100%) of Executive’s AIP bonus as in effect at the time of the Date applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of Termination the Company (for avoidance of doubt in no case would Executive be entitled to more than one AIP bonus payment under the terms of this provision); (iii) accelerated vesting of Executive’s outstanding Company service-based restricted stock units that would have vested had Executive remained employed by the Company for twelve (12) months following the termination date, and subject to any required approval by the Board; and (iv) provided Executive timely elects healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“Severance PaymentCOBRA”), divided and paid in equal installments over a period Company reimbursement of three (3) months in accordance with CompanyExecutive for, or direct payment of, Executive’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate level in effect immediately prior to such Executive’s termination) for Employee and Employee’s covered dependents until the earliest earlier of eighteen (A) the date that is three (318) months following the Date of Termination, (B) termination date or the date Executive becomes covered under similar plans. If the Company determines, in its sole discretion, that Employee it cannot provide the foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under, applicable law, the Company will instead provide a taxable monthly payment of an equivalent amount, which will be made regardless of whether Executive elects COBRA and continue until the earlier of eighteen (18) months following termination or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedExecutive becomes covered under similar plans.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee Executive resigns from Employee’s employment for Good Reason (as defined below) during more than ninety days following the Initial TermEffective Date but less than 1096 days following the Effective Date, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, then: (i) Company thirty-three percent (33%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall provide a vest as of the date of such termination/resignation; (ii) Executive will receive severance payment benefits in an amount equal to three (3) months of EmployeeExecutive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as of the Date of Termination (the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, divided as amended (“COBRA”) so as to provide Executive and paid Executive’s eligible dependents the same level of benefits to the same extent as in equal installments over a period effect on the date of Executive’s termination through the lesser of (A) three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after from the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or EmployeeExecutive and Executive’s spouse or dependents, as applicable) eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for COBRA electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or (C) Executive shall forfeit the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee remainder of the Severance Payment and COBRA Benefit shall Payments to be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow made pursuant to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedAgreement.

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates EmployeeExecutive’s employment during is terminated by the Initial Term other than (a) due to Employee’s death Company without Cause or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment by Executive for Good Reason (as defined below) during the Initial TermReason, Employee shall receive the Accrued Amounts on the Date of Termination and, in additionthen, subject to the Severance Conditions belowSection 7 and 8, Executive will receive: (i) Company continued payment of Base Salary for the period of twelve (12) months following the date of the termination (the “Continuance Period”) (such that the amount paid in each month shall provide be the same but if the separation agreement and release of claims are not complete within the first sixty (60) days that the initial payment shall include any other payments that would have been made prior to the completion of the separation agreement and release of claims), (ii) a severance lump-sum payment equal to three one hundred percent (3100%) of Executive’s then current Target Bonus, paid at the time fiscal year bonuses are paid to other executives, but in no event later than two and one-half (2-1/2) months of Employee’s salary as following the end of the Date of Termination performance year in which the Executive’s employment is terminated, (iii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive’s eligible dependents under the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on Benefit Plans for the first regular payday occurring after the effective date of the Release Continuance Period, or, if earlier, until Executive is eligible for similar benefits from another employer (as defined belowprovided Executive validly elects to continue coverage under applicable law), and (iiiv) immediate vesting of all unvested equity awards that would have vested had Executive otherwise remained an employee for the Company will reimburse Employee for COBRA premiums (at 12 month period commencing on his termination date. Notwithstanding any contrary provision of the coverage levels and at preceding sentence, if a termination described in the Company-paid rate in effect immediately preceding sentence occurs within the period beginning three months prior to such termination) for Employee a Change of Control and Employee’s covered dependents until ending 12 months following a Change of Control, then in applying the earliest of preceding sentence: (A) the date that is three in clause (3i), eighteen (18) months following the Date of Terminationwill be substituted for twelve (12) months, (B) the date that Employee in clause (or Employee’s spouse or dependentsii), as applicableone hundred fifty percent (150%) are no longer eligible will be substituted for COBRA coverage or one hundred percent (100%), and (C) in clause (iv), immediate vesting will be provided with respect to all unvested equity awards. Executive’s vested equity awards will remain exercisable in accordance with the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction terms of the following (applicable Company equity compensation plan and the “Severance Conditions”): (1) Employee must first sign, corresponding award agreements and allow thereafter will expire to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employeethe extent not exercised. If Executive’s employment or termination is terminated prior to a Change of employment with Company Control and Executive is entitled to receive severance under this Section 6(a), Executive’s unvested equity awards will remain outstanding for three months (subject to the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate maximum term stated in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedapplicable award agreement).”

Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during termination of the Initial Employment Term occurs at any time due to termination by First Charter "Without Cause" or due to resignation by Executive "For Good Reason" other than (a) due to Employee’s death or Disability or (b) for Cause that following a "Change in Control" (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined belowSection 7), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels provided Executive complies with and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement continues to abide by all of the surviving provisions non-competition, confidentiality and other requirements set forth in Sections 8-10 of this Agreement and signs a release of any other agreement between Employee and Companyall claims that Executive has or may then have against First Charter and its subsidiaries, and such entities' past and then current officers, directors and employees in connection with or relating to Executive's employment or separation from employment with First Charter and/or its subsidiaries (under this Agreement or otherwise) on a form to be prepared by First Charter at such time, then Executive shall be entitled to (i) all accrued, unpaid Base Salary and unreimbursed expenses through the date of such termination; (ii) agreed any prior year's annual incentive bonus earned but not yet paid; (iii) continued payment of Executive's Base Salary for the greater of the remainder of the Employment Term or two (2) years; (iii) an annual Bonus amount (calculated as the average of the Bonus awards/determinations for Executive for the three most recent annual award dates, or such lesser historical annual award dates as may be applicable, including any years where there is no Bonus award earned) for the greater of the remainder of the Employment Term or two (2) years; (iv) continuation of health and welfare benefit coverage (including coverage for Executive's dependents to cooperate in the transition extent such coverage is provided by First Charter for its employees generally) under such plans and programs to which an Executive was entitled to participate immediately prior to the date of Employee’s employmentthe end of his employment for the greater of the remainder of the Employment Term or two (2) years, provided such continued participation is possible under the terms and provisions of such plans and programs; and (iiiv) agreed acceleration of vesting of all supplemental benefits, including but not limited to make all awards, grants, and options under any voluntary statementsFirst Charter or Bank supplemental agreement, written stock option plan or oral, grant notwithstanding any other provision in such plan or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgrant.

Termination Without Cause or Resignation for Good Reason. If (1) The Company terminates Employee’s employment may terminate the Executive without Cause during the Initial Term other than (a) due Contract Period by written notice to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment the Executive providing four weeks notice. The Executive may resign for Good Reason (as defined below) during the Initial Term, Employee Contract Period upon four weeks written notice to the Company specifying the facts and circumstances claimed to support the Good Reason. The Executive shall receive the Accrued Amounts on the Date be entitled to give a Notice of Termination andthat his or her employment is being terminated for Good Reason at any time during the Contract Period, in additionnot later than twelve months after any occurrence of an event stated to constitute Good Reason. If during the Contract Period the Company terminates the Executive’s employment without Cause or the Executive Resigns for Good Reason, then the Executive shall be entitled to the following: (i) (subject to the Severance Conditions below, (ipossible age related reduction in the next sentence) the Company shall provide within 20 business days of the termination of employment pay the Executive a lump sum severance payment in an amount equal to three times the highest annual compensation, consisting solely of salary (3including any 401(k) months plan deferral) and bonus, paid to (or in the case of Employee’s salary as bonus accrued for) the Executive during any calendar year in each of the Date of Termination (three calendar years immediately prior to the “Severance Payment”), divided and paid Change in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and Control; (ii) the Company will reimburse Employee shall continue to provide the Executive for COBRA premiums a period of three years after termination (but not beyond the date the Executive reaches age 65) with health, hospitalization and medical insurance, as well as life and disability insurance, as were provided at the coverage levels and time of the termination of his employment with the Company, at the Company-paid rate ’s cost (subject to payment by the Executive of the same contribution amount and deductibles as Executive previously paid); (iii) the Company shall credit Executive under the BEP immediately upon termination with additional years of credited service as if he had continued to work for the Company for eight years after the date of termination (but not beyond the date the Executive reaches age 65 or a total of 35 years of credited service), the benefit plans covered thereby had remained the same during such period, and the BEP was not changed or modified after the Change in effect immediately prior Control or otherwise during such period and the Company shall deem the Executive to such terminationhave met the Rule of 80 for purposes of receiving an unreduced retirement benefit after reaching age 55 for the purpose of calculating his retirement benefit for the BEP if he retires and commences benefit payments before age 65. Notwithstanding the foregoing, the Company may defer commencement of the Executive’s retirement benefit under the BEP for a period of six months if necessary to comply with Section 409A of the Code. After the Executive has reached age 62, the “three times” referred to in clause (i) for Employee and Employee’s covered dependents of the previous sentence shall be reduced to a number multiplier equal to the quotient (rounded to the nearest thousand) the numerator of which is the whole number of months left until the earliest Executive reaches age 65 and the denominator of (A) which is 12. The Executive shall not have a duty to mitigate the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage damages suffered by him in connection with new the termination by the Company of his employment (without Cause or a resignation for Good Reason during the “COBRA Benefit”)Contract Period. If the Company fails to pay the Executive the lump sum amount due him hereunder or to provide him with the health, hospitalization and medical insurance, life disability or BEP benefits due under this section or the payments under Section 12, the Executive, after giving 10 days’ written notice to the Company identifying the Company’s obligation to pay Employee the Severance Payment and COBRA Benefit failure, shall be conditioned entitled to recover from the Company on Employee’s satisfaction a monthly basis as incurred all of his reasonable legal fees and expenses incurred in connection with his enforcement against the Company of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions terms of this Agreement Agreement. The Executive shall be denied payment of his legal fees and any other agreement between Employee expenses only if a court finds that the Executive sought payment of such fees without reasonable cause and Company, (ii) agreed to cooperate not in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguishedgood faith.