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

Without Cause or for Good Reason. This Agreement may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.

Without Cause or for Good Reason. This Agreement The Employment Term and the Executive’s employment hereunder may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice Executive for Good Reason or by the Company or without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within the time period specified in the Release (the “Release Execution Period”), the Executive without cause on no less than forty-five shall be entitled to receive (45i) daysa lump sum payment of $13,300 and (ii) Executive’s continued Base Salary for three (3) months following the Termination Date payable in equal installments in accordance with the Company’s normal payroll practices, but no more less frequently than 365 daysmonthly, advance notice which shall commence within sixty (60) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to the Company or Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2021 Plan and the applicable award agreements; provided that notwithstanding anything in any option agreement to the contrary, upon the termination of the Employment Term and the Executive’s employment hereunder by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause Reason or by the Company or for Good Reason by without Cause, any stock options granted to Executive that are scheduled to vest at the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as end of the date annual vesting period during which such notice of termination is delivered (the “Notice Dateoccurs shall immediately vest upon such termination date.”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.

Without Cause or for Good Reason. This Agreement may be In the event that your employment with the Company hereunder is terminated by the Company without cause on no less Company, other than three hundred sixty-five (365) days advance notice by the Company for Cause and other than as a result of death or by the Executive without cause on no less than forty-five (45) daysDisability, but no more than 365 days, advance notice to the Company or by the Executive if Employee terminates his employment for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, then the Company will provide you the following severance pay and benefits, subject to your signing and returning a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary timely and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a effective release of claims in a form typically used by or otherwise acceptable reasonably satisfactory to the Company within parties and subject also to your meeting in full your obligations as set forth in Section 3 of this Agreement: In addition to base salary for the final payroll period of your employment, through the date your employment with the Company terminates, which amounts shall be payable at the Company’s next regular payday following such termination, the Company (i) will pay you severance pay of an amount equal to the sum of your base salary for the amount of time set forth therein remaining in the Term of this Agreement and the Bonus Compensation paid for the fiscal year immediately preceding termination, either in accordance with the Company’s regular pay periods or in a lump-sum payment in the sole discretion of the Board; and (without revoking it, if applicableii) provided that you and your eligible dependents exercise your rights to continue participation in the Company’s group health plans under the federal law generally known as COBRA (or any successor law), the Company will continue to pay to the Executive an amount equal to the Base Salary as premium cost of your participation and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as that of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration your eligible dependents in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations group health plans and will make payments to your Health Savings Account (“HSA”), if any, in accordance with Company policy until the sooner to occur of (Y) the expiration of the Severance Pay Period (as defined below) and (Z) the date you become eligible to enroll in any health plan of another employer; provided, however, that if your continued participation in the Company’s group health plans is not possible under this Agreement. Notwithstanding anything the terms of those plans (other than as a result of your becoming eligible to the contrary participate in this Section 3(b)(iia health plan of another employer), the Company may require shall instead arrange to provide you and your eligible dependents substantially similar benefits upon reasonably comparable terms or pay you an amount during the Executive Severance Pay Period equal to leave the premiums the Company premises immediately would have paid if you had continued to participate in the Company’s group health plans. Payments pursuant to clause (ii) of this Section 4.01(a) shall be made on the Notice Datefirst day of each month during the Severance Pay Period (or sooner, if required by applicable law). Such a requirement will You are not relieve required to mitigate damages or the amount of any payment provided for under this Section 4.01(a) by seeking other employment or otherwise, but the amount of any payment provided for under this Section 4.01(a) shall be reduced by any compensation you earn as the result of employment by another employer during the Severance Pay Period. The Release creates legally binding obligations and the Company of its obligations herein, including its obligation advises you to continue Base Salary and benefits through consult an attorney prior to signing the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such terminationRelease.

Without Cause or for Good Reason. This Agreement may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by If the Company or by its Affiliates terminates the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the ExecutiveOptionee’s employment termination (without “Cause” or the “Termination Date”). If terminated without cause by the Company or Optionee resigns for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean (each as defined below) at any time prior to the fourth anniversary of the Grant Date, then the Service Portion of the Option, to the extent not previously vested, shall become immediately vested and exercisable as to that number of shares as to which it would have become vested and exercisable pursuant to Section 2(c)(i) on the Vesting Date immediately following which remains uncured the date of such termination of employment had the Optionee’s employment by the Company for twenty and its Affiliates not so terminated (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities such portion of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination Service Portion of the Executive’s employment which breaches this Agreement; or (c) Option is hereafter referred to as the failure of “Next Tranche”). To the Company to obtain from any successor an express written extent vested and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits exercisable as of the date of such termination (after taking into account the provisions of this Section 2(f)(i)), the Service Portion of the Option and the Performance Portion of the Option shall remain exercisable through the earlier of (i) the first anniversary of such termination of employment or (ii) the Expiration Date, and shall thereafter terminate without further consideration to the Optionee. To the extent not vested and exercisable (after taking into account the provisions of this Section 2(f)(i)) as of the date of such termination of employment, the Service Portion of the Option shall terminate and expire on the date of such termination of employment without further consideration to the Optionee. The portion of Performance Portion of the Option as to which the Performance Condition has not been attained as of the date of such termination shall remain outstanding until the six-month anniversary of such termination., and to the extent that the applicable Performance Condition has not been attained as of such six-month anniversary shall thereafter terminate and expire without further consideration to the Optionee. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Optionee’s applicable employment letter agreement with the Company or an Affiliate, or if such terms are not defined in such agreement, then “Cause” shall have the meaning set forth in the Plan, and “Good Reason” shall have the following meaning: [Insert Definition]

Without Cause or for Good Reason. This Agreement If the Company terminates your employment without Cause (as defined in Exhibit A) or you terminate your employment for Good Reason, you will receive your Accrued Amounts and, provided such termination is prior to January 19, 2007, subject to your execution of a waiver and general release in the form attached hereto as Exhibit E (with such changes as may be terminated required to make the waiver and release voluntary and binding on you in accordance with applicable law) within the later of ninety (90) days after such termination or twenty-one (21) days after the waiver and general release is provided to you, the Company agrees (i) to pay you at the same time as such amounts would be paid to you had you remained employed by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the your proper monthly Base Salary (as and when it would be paid defined herein) in effect on the date immediately prior to its executives generally through your termination for a period of twenty-four (24) months, subject to Section 6(m) below, (ii) to accelerate the Termination Date. On vesting on the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as next vesting tranche of the Notice Date. As used herein, “Good Reason” will mean any Options described in Section 4(b) above so that they become immediately vested (with all other unvested Options forfeited) and to permit your vested Options to remain exercisable for a period of one (1) year (but not beyond the original ten (10) year term) following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported your termination of the Executive’s employment which breaches this Agreement; without Cause or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or for Good Reason, subject to earlier termination in accordance with the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as terms of the date Option Plan unrelated to termination of employment, provided that no portion of the Option that vests upon such termination.termination may be exercised by you prior to delivery of the aforesaid waiver and general release and expiration of the revocation period with regard thereto, (iii) to accelerate the lapse of restrictions on the next vesting tranche of the Restricted Stock described in Section

Without Cause or for Good Reason. This Agreement Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Sixty Six and Two Thirds Percent (66.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without cause on no less than three hundred sixty-five Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (36524) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date months of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the ExecutiveInitial Term, so long as the Executive continues to abide by is then providing the provisions of Sections 4(b), 4(c) Executive’s full productive time and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable energies to the Company within and is being paid the period full amount of time set forth therein (without revoking it, if applicable)Base Compensation payable pursuant to Section 2(a) above, the Company will continue to pay to Executive shall receive from the Executive Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Salary as and when it would Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then the Executive shall be paid entitled to its executives generally through a payment in an amount equal to six (6) monthly payments of the Termination DateBase Compensation then payable pursuant to Section 2(a). On the Termination DateFurther, any termination by the Company will provide without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, shall have “Good Reason” will mean to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following which remains uncured by the Company for twenty (20) days after the Notice Dateevents: (a) a substantial adverse alteration material reduction in the then-current his authority, title, responsibilities of the Executiveor duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or JS EmpAgmt Initial ______ the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company within 30 days of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as receipt of the date written notice of such terminationmatter from Executive.

Without Cause or for Good Reason. This Agreement If the Company terminates your employment without Cause (as defined in Exhibit A) or you terminate your employment for Good Reason, you will receive your Accrued Amounts and, provided such termination is prior to January 19, 2012, subject to your execution and delivery to the Company of a waiver and general release in the form attached hereto as Exhibit E (with such changes as may be terminated required to make the waiver and release voluntary and binding on you in accordance with applicable law) that has become effective within ninety (90) days after such termination, the Company agrees (i) subject to Section 7(m)(ii), to pay you at the same time as such amounts would be paid to you had you remained employed by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the your proper monthly Base Salary (as and when it would be paid defined herein) in effect on the date immediately prior to its executives generally through the Termination Date. On the Termination Dateyour termination for a period of twenty-four (24) months, the Company will provide the Executive with a lump sum cash payment equal subject to Section 6(m) below; provided that, subject to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration delay set forth in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii7(m)(ii), the Company may require the Executive to leave Company premises immediately payment of such amount shall commence on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of ninetieth (90th) day after the date of such termination, which first payment shall include payment of any amounts that would otherwise be due prior thereto, (ii) to pay you a pro-rata portion of your annual bonus for the fiscal year in which such termination occurs based on actual results for such year (determined by multiplying the amount of such annual bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that you are employed by the Company and the denominator of which is 365), any such amount shall be paid to you in the calendar year following the completed fiscal year of the Company for which such bonus is earned at such time as other executives of the Company receive their bonuses for such year, but in no event by later than December 31 of such following year, (iii) to accelerate the vesting on the next vesting tranche of the Options described in Section 4(b) above so that they become immediately vested (with all other unvested Options forfeited) and to permit your vested Options to remain exercisable for a period of one (1) year (but not beyond the original ten (10) year term) following your termination of employment without Cause or for Good Reason, subject to earlier termination in accordance with the terms of the Option Plan unrelated to termination of employment, provided that no portion of the Option that vests upon such termination may be exercised by you prior to delivery of the aforesaid waiver and general release and expiration of the revocation period with regard thereto, (iv) to accelerate the lapse of restrictions on the next vesting tranche of the Restricted Stock described in Section 4(c) above so that they immediately vest (with all other unvested Restricted Stock forfeited), and (v) (A) if benefits under the Company health plans in which you participated immediately prior to the termination of your employment, or materially equivalent plans maintained by the Company in replacement thereof (the “Health Plans”) will not be taxable to you, then continued coverage at the Company’s expense (other than that set forth below) under the Health Plans, or (B) if benefits under the Health Plans will be taxable to you, reimbursement for your premiums for continued coverage under the Health Plans in the amount that the cost of such coverage exceeds the active employee rate under the Health Plans (as determined based on your premium rate in effect your date of termination and excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), in either case for you and your dependents until the earliest of (x) you or your eligible dependents, as the case may be, ceasing to be eligible under Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (y) eighteen (18) months following the date of your termination of employment and (z) the date of your permitted entry to any future employer’s health plan upon or following your commencement of other substantially full-time employment or the equivalent (such period, the “Coverage Period”). If you receive the benefits under (v)(A), then notwithstanding the forgoing, you shall pay the same premium amount for such coverage as you would pay if an active employee under the Health Plans (as determined based on your premium rate in effect on your date of termination and excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) and the Company portion of the premium for any such coverage shall be paid on a monthly basis. If you receive the payments under (v)(B) then any such reimbursement payment shall be payable on the first Company payroll date for the applicable month for which such premium amount is paid, such payment to include a tax gross-up payment to the extent the amount taxable to you is greater than the amount that would have been taxable to you if you were an employee and participated in the Health Plans. The Coverage Period shall run concurrently with the applicable continuation coverage for you and your dependents pursuant to COBRA. Notwithstanding the foregoing, if the Company terminates your employment without Cause or you terminate your employment for Good Reason at any time during the two (2) year period following a Change of Control (as defined in the Change of Control Agreement attached hereto as Exhibit D (as amended from time to time, the “Change of Control Agreement”), (I) the Company shall pay you such amounts and provide you with such benefits as provided in the Change of Control Agreement, if then in effect, in lieu of Sections 5(c)(i), 5(c)(ii) and 5(c)(v); (II) in lieu of Section 5(c)(iii), to the extent not vested upon a Change of Control, the vesting of all of the Options described in Section 4(b) above will accelerate and your vested Options will remain exercisable for a period ending on the later of ninety (90) days following your termination of employment or the Change of Control (but not beyond the original ten (10) year term), subject to earlier termination in accordance with the terms of the Option Plan unrelated to termination of employment; (III) in lieu of Section 5(c)(iv), the lapsing of restrictions on all of the Restricted Stock described in Section 4(c) above will accelerate to the date of such termination; and (IV) any release requirement shall only be as required pursuant to the Change of Control Agreement then in effect and shall not apply to the treatment of the Options and Restricted Stock. You will not be entitled to any other amounts, except with regard to indemnification and directors’ and officers’ liability insurance.”

Without Cause or for Good Reason. This Agreement may be terminated If the Company or its Affiliates terminates the Optionee's employment without "Cause" or the Optionee resigns for "Good Reason" (each as defined below), at any time prior to the fourth anniversary of the Grant Date, then the Service-Based Option, to the extent not previously vested, shall become immediately vested and exercisable as to that number of shares equal to (A) that number of shares corresponding to the previously unvested portion of the Service-Based Option which would have become vested and exercisable pursuant to Section 2(c)(i) on the Vesting Date immediately following the date of such termination of employment had the Optionee's employment by the Company without cause on no less than three hundred sixtyand its Affiliates not so terminated (such portion of the Service-five Based Option is hereafter referred to as the "Next Tranche") multiplied by (365B) days advance notice a fraction, the numerator which is twelve plus the number of full months of service performed by the Optionee for the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice and its Affiliates subsequent to the Company or by Vesting Date immediately preceding the Executive for Good Reason. The notice from either party will specify the effective date of such termination and the Executive’s employment termination (denominator which is twelve. To the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary extent vested and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits exercisable as of the date of such termination.termination (after taking into account the provisions of this Section 2(e)(i)), the Service-Based Option and the Performance-Based Option shall remain exercisable through the earlier of (i) the first anniversary of such termination of employment or (ii) the Expiration Date, and shall thereafter terminate without further consideration to the Optionee. To the extent not vested and exercisable (after taking into account the provisions of this Section 2(e)(i)) as of the date of such termination of employment, the Service-Based Option shall terminate and expire on the date of such termination of employment without further consideration to the Optionee. The portion of Performance-Based Option as to which the Performance Condition

Without Cause or for Good Reason. This Agreement may be terminated by In the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date event of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; during the Term of Employment by the Company without Cause or by the Executive, for Good Reason, the Executive shall be entitled to (ci) a payment, within ten (10) days following the failure Date of Termination, of Base Salary through the Date of Termination (to the extent not theretofore paid), for any accrued vacation pay, and any unreimbursed expenses under Sections 2(c), (d) and (f) hereof, (collectively, the “Accrued Obligations”) and (ii) subject to the effectiveness of the Executive’s execution of a general release and waiver of all claims against the Company, its affiliates and their respective officers and directors related to the Executive’s employment, in the form annexed as Exhibit A (but excluding (1) his rights to receive the benefits provided under this Agreement or’ under any and all equity agreements entered into in connection herewith or in connection with the predecessor of this Agreement and, to the extent then in effect, the Stockholders’ Agreement, (2) his rights with respect to related investments in the Company and (3) his rights to obtain from any successor an express written and unconditional assumption be indemnified in accordance with the provisions of the Company’s charter and bylaws and to receive any benefits to which he is entitled under the Company’s directors’ and officers’ liability insurance policies, all in accordance with Section 8 hereof (collectively, the “Excluded Obligations”)), and subject to the Executive’s compliance with the terms and conditions contained in this Agreement, (A) a payment equal to one year’s Base Salary and Target Bonus, one-half of such payment will be paid on the first business day that is six months and one day following the Date of Termination and the remaining one-half of such payment will be paid in six equal monthly installments commencing on the first business day of the seventh calendar month following the Date of Termination; (B) a payment equal to the product of (x) the last Bonus the Executive received prior to the date of termination, and (y) a fraction, the numerator of which is the number of days from the beginning of such year through the Date of Termination, and the denominator of which is 365, which will be paid on the first business day that is six months and one day following the Date of Termination; (C) the immediate vesting of such portion of the Company restricted stock granted to the Executive as provided in and pursuant to the terms of the Restricted Stock Agreements between the Parent and the Executive under the Company’s 2003 Equity Incentive Plan as it may be amended from time to time (the “Equity Plan”) and (D) the immediate vesting of such portion of the options granted to the Executive as provided in and pursuant to the terms of the Stock Option Grant Agreements between the Parent and the Executive under the Equity Plan. The Company shall have no additional obligations under this Agreement. Notwithstanding anything , but the Executive shall retain all rights with respect to the contrary Excluded Obligations in this Section 3(b)(ii), accordance with the Company may require terms of the agreements under which such obligations are provided. In no event shall the Executive be obligated to leave Company premises immediately on seek other employment or take any other action by way of mitigation of the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide amounts payable to the Executive all accrued but unpaid Base Salary and benefits as under any of the date provisions of this Agreement, and such terminationamounts shall not be reduced, regardless of whether the Executive obtains other employment or is engaged to perform other services.

Without Cause or for Good Reason. This Agreement Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Eighty Percent (80%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without cause on no less than three hundred sixty-five Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (36524) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date months of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the ExecutiveInitial Term, so long as the Executive continues to abide by is then providing the provisions of Sections 4(b), 4(c) Executive’s full productive time and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable energies to the Company within and is being paid the period full amount of time set forth therein (without revoking it, if applicable)Base Compensation payable pursuant to Section 2(a) above, the Company will continue to pay to Executive shall receive from the Executive Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Salary as and when it would Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then Synthetica shall be paid entitled to its executives generally through a payment in an amount equal to six (6) monthly payments of the Termination DateBase Compensation then payable pursuant to Section 2(a). On the Termination DateFurther, any termination by the Company will provide without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, shall have “Good Reason” will mean to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following which remains uncured by the Company for twenty (20) days after the Notice Dateevents: (a) a substantial adverse alteration material reduction in the then-current his authority, title, responsibilities of the Executiveor duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company within 30 days of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as receipt of the date written notice of such terminationmatter from Executive.

Without Cause or for Good Reason. This Agreement Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Sixty Six and Two Thirds Percent (66.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without cause on no less than three hundred sixty-five Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (36524) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date months of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the ExecutiveInitial Term, so long as the Executive continues to abide by is then providing the provisions of Sections 4(b), 4(c) Executive’s full productive time and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable energies to the Company within and is being paid the period full amount of time set forth therein (without revoking it, if applicable)Base Compensation payable pursuant to Section 2(a) above, the Company will continue to pay to Executive shall receive from the Executive Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Salary as and when it would Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then the Executive shall be paid entitled to its executives generally through a payment in an amount equal to six (6) monthly payments of the Termination DateBase Compensation then payable pursuant to Section 2(a). On the Termination DateFurther, any termination by the Company will provide without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, shall have “Good Reason” will mean to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following which remains uncured by the Company for twenty (20) days after the Notice Dateevents: (a) a substantial adverse alteration AL EmpAgmt Initial _____ material reduction in the then-current his authority, title, responsibilities of the Executiveor duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company within 30 days of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as receipt of the date written notice of such terminationmatter from Executive.

Without Cause or for Good Reason. This Agreement Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Sixty Six and Two Thirds Percent (66.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without cause on no less than three hundred sixty-five Cause, except in the case of Disability, or should Executive elect to terminate this Agreement with Good Reason during the first twenty four (36524) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date months of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the ExecutiveInitial Term, so long as the Executive continues to abide by is then providing the provisions of Sections 4(b), 4(c) Executive’s full productive time and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable energies to the Company within and is being paid the period full amount of time set forth therein (without revoking it, if applicable)Base Compensation payable pursuant to Section 2(a) above, the Company will continue to pay to Executive shall receive from the Executive Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Salary as and when it would Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then the Executive shall be paid entitled to its executives generally through a payment in an amount equal to six (6) monthly payments of the Termination DateBase Compensation then payable pursuant to Section 2(a). On the Termination DateFurther, any termination by the Company will provide without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. JL EmpAgmt Initial _____ Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, shall have “Good Reason” will mean to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following which remains uncured by the Company for twenty (20) days after the Notice Dateevents: (a) a substantial adverse alteration material reduction in the then-current his authority, title, responsibilities of the Executiveor duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company within 30 days of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as receipt of the date written notice of such terminationmatter from Executive.

Without Cause or for Good Reason. This Agreement may be terminated Upon a Participant's Termination of Employment by the Company without cause Cause or by the Participant for Good Reason (including the Termination of Employment of the Participant if he is employed by an Affiliate at the time the Company sells or otherwise divests itself of such Affiliate), the Pro Rata Option Portion of any Option Installment that is not exercisable at the time of such Termination of Employment (i) will vest and become exercisable, if applicable, under Section 1(a) above in the same manner and to the same extent as if the Participant's employment had continued and (ii) the entire then exercisable portion of the Option, as applicable, shall be exercisable ________________ 1The number of Shares subject to each Option Installment will be equal to the total number of Shares subject to the Option Award divided by three; provided that if this formula results in any fractional Share allocation to any Option Installment, the number of Shares in the First Option Installment, and, if necessary, the Second Option Installment, will be increased, so that only full Shares are covered by each Option Installment. For example, if an Option Award covers 1,000 Shares, the Option will become exercisable with respect to 334 Shares under the First Option Installment, and 333 Shares under each of the Second and Third Option Installments. during the period: (A) beginning on no less than three hundred sixty-five the applicable Option Installment Vesting Date and (365B) days advance notice ending on the earlier of (1) the third anniversary of such Termination of Employment or (2) the Expiration Date. Upon a Participant's Termination of Employment by the Company without Cause or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive Participant for Good Reason. The notice from either party will specify the effective date , any portion of the Executive’s employment termination (Option that is not exercisable at the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such terminationTermination of Employment, other than the Pro Rata Option Portion, shall be immediately forfeited.

Without Cause or for Good Reason. This Agreement Executive may only be terminated Without Cause, except in the case of Disability, during either the Initial Term or Extended Term if such termination is approved by a vote of at least Sixty Six and Two Thirds Percent (66.67%) of the members of the Company’s Board of Directors. Should Executive be terminated by the Company without cause on no less than three hundred sixty-five Cause, except in the case of Disability, or should Executive elect to terminate this Agreement EH EmpAgmt Initial ______ with Good Reason during the first twenty four (36524) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date months of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the ExecutiveInitial Term, so long as the Executive continues to abide by is then providing the provisions of Sections 4(b), 4(c) Executive’s full productive time and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable energies to the Company within and is being paid the period full amount of time set forth therein (without revoking it, if applicable)Base Compensation payable pursuant to Section 2(a) above, the Company will continue to pay to Executive shall receive from the Executive Company, in a lump sum payment due on the effective date of termination, an amount equal to twelve (12) monthly payments of the Base Salary as and when it would Compensation then payable pursuant to Section 2(a), and/or if such termination without Cause occurs after the initial 24 months of the Term, then the Executive shall be paid entitled to its executives generally through a payment in an amount equal to six (6) monthly payments of the Termination DateBase Compensation then payable pursuant to Section 2(a). On the Termination DateFurther, any termination by the Company will provide without Cause or due to Disability or by Executive for Good Reason shall operate to shorten the period set forth in Section 3(a) and during which the terms of Section 3 shall apply to one year from the date of termination of employment. Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, shall have “Good Reason” will mean to terminate this Agreement and the Executive’s obligation to perform services hereunder as a consequence of any of the following which remains uncured by the Company for twenty (20) days after the Notice Dateevents: (a) a substantial adverse alteration material reduction in the then-current his authority, title, responsibilities of the Executiveor duties; (b) the relocation of the Company’s principal executive offices to a location outside the Los Angeles Metropolitan area; (c) the assignment to Executive of any duties or responsibilities which are materially inconsistent with Executive’s title, position or responsibilities as in effect immediately prior to such assignment; (d) the failure by the Company to continue in effect any employee benefit plan in which Executive participates and/or any perquisite provided Executive, which is (are) material to Executive’s total compensation and benefits, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan or perquisite, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would materially reduce Executive’s participation therein or reward opportunities thereunder; (e) the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10; or (f) a material breach of this Agreement by the Company; provided, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of however, Good Reason shall exist with respect to a matter only if such matter is not corrected by the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company within 30 days of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as receipt of the date written notice of such terminationmatter from Executive.

Without Cause or for Good Reason. This Agreement may be If Executive’s employment is terminated by the Company without cause Cause or by Executive for Good Reason during the Term of this Agreement then Executive shall be entitled to receive (i) accrued but unpaid Base Salary and accrued and unused vacation pay through the date of such termination, (ii) continuation of coverage under the Company’s medical plan until the earlier of the date on no less than three hundred sixtywhich the Executive first becomes eligible for coverage under the group medical and dental plans of a new employer or six (6) months from the date of termination, and (iii) an amount equal to one (1) year’s Base Salary (at Executive’s then-five current rate). The amount determined pursuant to this Paragraph 6(c) shall be paid in a single lump sum within ten (36510) business days advance notice following the execution of the general release referred to in Paragraph 6(f). In the event Executive’s employment is terminated, either voluntarily or involuntarily, at the end of the Term as a result of non-renewal by Executive, Executive shall not be entitled to any severance payment or continuation of medical coverage. Executive agrees that in the event this Agreement is terminated by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company Cause or by the Executive for Good Reason, the payments pursuant to this Paragraph 6(c) shall be the sole payment to be made to Executive as a result of said termination. The notice from either party will specify Executive acknowledges that Executive has been advised and expressly agrees that it is the effective date Company’s policy that payment of the Executive’s employment termination (the “Termination Date”). If terminated without cause annual or other bonuses by the Company or for Good Reason by is completely a matter of discretion, and Executive agrees that in the event of Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of ’s termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company without Cause or by Executive for Good Reason by the ExecutiveReason, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable has no legal right to the Company within payment of any bonus whatsoever, whether in whole or in part. Aside from the period of time payments set forth therein (without revoking it, if applicablein this Paragraph 6(c), the Company will continue shall not be obligated to pay provide any other payments or benefits to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.

Without Cause or for Good Reason. This Agreement may be If the Executive's employment is terminated without Cause by D&E, or is terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice , then as soon as practicable, but no later than the end of the short term deferral period, D&E shall pay the Executive in one lump sum the greater of (x) his full Salary from either party will specify the effective date of termination through the Executive’s employment termination last day of the then current Term; or (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive y) an amount equal to all accrued but unpaid Base one year's Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”)at his then current Salary. In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues shall be entitled to: (i) an additional annual retirement benefit pursuant to abide by the provisions terms of Sections 4(b)the SERP, 4(c) and 6 herein and further provided such that the Executive signs and returns an agreement containing a release is treated as if he had remained employed by D&E through the end of claims the then current Term (the benefit provided under the SERP is intended to be in a form typically used by or otherwise acceptable addition to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay Qualified Retirement Plan benefit payable to the Executive an regardless of whether the Executive has satisfied the vesting requirements of such plan(s)); (ii) payment no later than the end of the short term deferral period of the amount equal that would have been due to the Base Salary as and when it would be paid to its executives generally Executive under any Short-term Incentive Plan in effect at the time of Executive’s termination had the Executive remained employed by D&E through the Termination Dateend of the incentive period relating thereto (any such incentive payment shall be due and payable at the time and in the manner provided for in the plan relating thereto, but no later than the end of the short term deferral period); and (iii) payment on behalf of Executive of the fees and costs charged by a nationally recognized outplacement firm selected by the Executive to provide outplacement services, not to exceed a period of twelve (12) months after termination and the amount of $12,500. On the Termination DateFor purposes hereof, the Company will provide short term deferral period is the Executive with a lump sum cash payment equal period that begins on the date the right to the Executive’s annual Base Salary as payment arises on account of the Notice Date. As used herein, “Good Reason” will mean any separation from service with D&E and ends on March 15 of the following which remains uncured calendar year. Termination for "Good Reason" shall mean termination by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities Executive of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s his employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such termination.due to:

Without Cause or for Good Reason. This Agreement may be For purposes of this agreement, "good reason" means the occurrence, without Executive's consent, of any of the following: (i) unless corrected within 15 days of written notice by Executive to the Company's Board of Directors of Executive's objection thereto, the assignment to the Executive of any significant duties materially inconsistent with the Executive's status as an officer of the Company or a substantial diminution in the nature of the Executive's responsibilities or Executive's status; or (ii) a reduction in the Executive's annual base salary as in effect on the date of this Agreement, except for across-the-board salary reductions similarly affecting all executives. In the event that Executive's employment is terminated by the Company without cause or by Executive for good reason, following such termination and upon execution by Executive of a general release on no less employment matters in favor of the Company, in form satisfactory to the Company, releasing any and all claims, including claims for payments (other than three hundred sixty-five (365those payments which may be due under subparagraph 4.1 and 4.2) days advance notice by due to Executive arising under or pursuant to this Agreement against the Company or by the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date as of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executivedate, the Company will shall pay a lump sum cash payment to Executive his annual base salary (as in effect on the Executive equal to all accrued but unpaid Base Salary and benefits as Termination Date until the earlier of (i) the one year anniversary of the termination date such notice of termination is delivered and (the “Notice Date”)ii) July 1,2007. In addition, if Each severance payment under this Agreement is terminated without cause by shall be payable in accordance with the Company or for Good Reason by Company's normal payroll procedures and cycles and shall be subject to withholding of applicable taxes and governmental charges in accordance with federal and state law. After payment of the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims severance amounts described in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable)this subparagraph 4.3, the Company will continue shall have no obligation to pay make any further severance or other payment to the or on behalf of Executive an amount equal to the Base Salary except as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean any of the following which remains uncured otherwise expressly contemplated by the Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything the foregoing, in the event that Executive shall breach any of Executive's obligations under paragraphs 5 or 6 of this Agreement, then in addition to any other rights that the contrary in Company may have under this Section 3(b)(ii)Agreement or otherwise, the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its shall be relieved from and shall have no further obligation to continue Base Salary and benefits through the Termination Date. In the event the pay Executive terminates any amounts to which Executive would otherwise be entitled pursuant to this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as of the date of such terminationparagraph 4.

Without Cause or for Good Reason. This Agreement may be terminated In the event of the termination of the Services during the Service Period by the Company without cause on no less than three hundred sixty-five (365) days advance notice by the Company Cause or by the Executive Principal, on behalf of himself and the Service Company, for Good Reason, the Service Company and the Principal, as applicable, shall be entitled to (i) a payment, within ten (10) days following the Date of Termination, of Base Salary through the Date of Termination (to the extent not theretofore paid), any accrued vacation pay, and any unreimbursed expenses under Sections 2(c) and (d) (the "Accrued Obligations") and (ii) subject to the effectiveness of the Service Company's and the Principal's execution of a general release and waiver of all claims against the Company, its affiliates and their respective officers and directors related to the Services and the related arrangements including without cause on no less than forty-five (45) dayslimitation, certain related investments in the Company, but no more than 365 daysexcluding his rights to receive the benefits provided under this Agreement or under any agreement entered into in connection herewith and to be indemnified in accordance with the provisions of the Company's charter and bylaws and Section 8 hereof, advance notice in a form reasonably satisfactory to the Company or by and subject to the Executive Service Company's and the Principal's compliance with the terms and conditions contained in this Agreement, (A) the continued payment of Base Salary for Good Reason. The notice from either party will specify the effective date one year period following the Date of Termination; (B) the immediate vesting of any portion of the Executive’s employment termination (the “Termination Date”). If terminated without cause by the Company or for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits Restricted Shares that have not yet become vested as of the Date of Termination and (C) that portion of the Initial Option and the Premium Options that would have become vested and exercisable on the anniversary of the date such notice of termination is delivered (grant immediately following the “Notice Date”). In additionDate of Termination shall vest and become immediately exercisable and any remaining portion of the Initial Option and Premium Options that has not become vested and exercisable shall immediately expire and be forfeited, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that if such termination occurs after the Executive signs and returns an agreement containing consummation of a release of claims Change in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking itControl, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as any portion of the Notice DateInitial Option and Premium Option that has not become exercisable shall become immediately exercisable on such Date of Termination. As used herein, “Good Reason” will mean any of the following which remains uncured by the The Company for twenty (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities of the Executive; (b) any material breach of this Agreement by the Company, including any purported termination of the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written and unconditional assumption of the Company’s shall have no additional obligations under this Agreement. Notwithstanding anything In no event shall the Principal be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits as Principal under any of the date provisions of this Agreement, and such terminationamounts shall not be reduced, regardless of whether the Principal obtains other employment.

Without Cause or for Good Reason. This Agreement may be terminated by the Company without cause on no less than three hundred sixty-five (365) days advance notice by If the Company or by its Affiliates terminates the Executive without cause on no less than forty-five (45) days, but no more than 365 days, advance notice to the Company or by the Executive for Good Reason. The notice from either party will specify the effective date of the ExecutiveOptionee’s employment termination (without “Cause” or the “Termination Date”). If terminated without cause by the Company or Optionee resigns for Good Reason by the Executive, the Company will pay a lump sum cash payment to the Executive equal to all accrued but unpaid Base Salary and benefits as of the date such notice of termination is delivered (the “Notice Date”). In addition, if this Agreement is terminated without cause by the Company or for Good Reason by the Executive, so long as the Executive continues to abide by the provisions of Sections 4(b), 4(c) and 6 herein and further provided that the Executive signs and returns an agreement containing a release of claims in a form typically used by or otherwise acceptable to the Company within the period of time set forth therein (without revoking it, if applicable), the Company will continue to pay to the Executive an amount equal to the Base Salary as and when it would be paid to its executives generally through the Termination Date. On the Termination Date, the Company will provide the Executive with a lump sum cash payment equal to the Executive’s annual Base Salary as of the Notice Date. As used herein, “Good Reason” will mean (each as defined below) at any time prior to the fifth anniversary of the Grant Date, then the Option, to the extent not previously vested, shall become immediately vested and exercisable as to that number of shares as to which it would have become vested and exercisable pursuant to Section 2(c) on the Vesting Date immediately following which remains uncured the date of such termination of employment had the Optionee’s employment by the Company for twenty and its Affiliates not so terminated (20) days after the Notice Date: (a) a substantial adverse alteration in the then-current responsibilities such portion of the Executive; (b) any material breach of this Agreement by Option is hereafter referred to as the Company, including any purported termination of “Next Tranche”). To the Executive’s employment which breaches this Agreement; or (c) the failure of the Company to obtain from any successor an express written extent vested and unconditional assumption of the Company’s obligations under this Agreement. Notwithstanding anything to the contrary in this Section 3(b)(ii), the Company may require the Executive to leave Company premises immediately on the Notice Date. Such a requirement will not relieve the Company of its obligations herein, including its obligation to continue Base Salary and benefits through the Termination Date. In the event the Executive terminates this Agreement without cause or Good Reason, the Company will only be required to pay or provide to the Executive all accrued but unpaid Base Salary and benefits exercisable as of the date of such termination.termination (after taking into account the provisions of this Section 2(f)(i)), the Option shall remain exercisable through the earlier of (i) the first anniversary of such termination of employment or (ii) the Expiration Date, and shall thereafter terminate without further consideration to the Optionee. To the extent not vested and exercisable (after taking into account the provisions of this Section 2(f)(i)) as of the date of such termination of employment, the Option shall terminate and expire on the date of such termination of employment without further consideration to the Optionee. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Optionee’s applicable employment letter agreement with the Company or an Affiliate, or if such terms are not defined in such agreement, then “Cause” shall have the meaning set forth in the Plan, and “Good Reason” shall have the following meaning: [Insert definition]