Common use of Death; Disability Clause in Contracts

Death; Disability. If, during the Employment Period, the Executive’s employment shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; and (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was granted.

Death; Disability. If, during the Employment Period, the Executive’s employment and the Employment Period shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment and the Employment Period immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death, or in the event that Executive’s employment and Employment Period ends on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason Executive’s Disability, Executive or without Cause) or Executive becoming DisabledExecutive’s estate, the Company as applicable, shall pay be entitled to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued any accrued but unpaid Base Salary through the Termination Date payable no later than ten (10) days following the Termination Date; (ii) reimbursement for any unreimbursed business expenses incurred through the Termination Date in accordance with Section 3(e) of Termination this Agreement, payable in accordance with applicable Company plan or policy; (iii) all other payments, benefits or fringe benefits to which Executive shall be entitled under the extent theretofore unpaidterms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant payable in accordance with the applicable plan, policy or award agreement (the payments described in (i), (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if anyii), and (Diii) an hereof, collectively, the “Accrued Benefits”); (iv) any Annual Bonus for the preceding fiscal year which, as of the Termination Date, has not been paid, and which would have been paid but for Executive’s termination of employment, such Annual Bonus to be paid at the same time as annual bonuses for such fiscal year are generally payable to other senior executives of the Company (the “Prior Year Bonus”); (v) a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which the Termination Date occurs based on actual performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance period in which such termination occurs and the Termination Date, divided by 365 (the “Pro-Rata Annual Bonus”), which amount equal shall be paid at such time annual bonuses are paid to $375,000other senior executives of the Company; and (iivi) During effective as of the 12 month period Termination Date, immediate vesting in full of the outstanding and then-unvested portion of Long-Term Incentive Awards held by Executive, which will be settled within thirty (30) days following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Termination Date. Following any such termination of Executive’s estate or beneficiaries or the Executiveemployment, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest except as set forth in the applicable award agreementthis Section 4(b), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain have no further rights to any vested equity awards, which may not be revoked compensation or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was grantedany other benefits under this Agreement.

Death; Disability. If, during the Employment Period, the Executive’s employment shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming DisabledDisability, the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; andone times Annual Base Salary; (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). ; All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), ) shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was granted.

Death; Disability. If, during the Employment Period, the Executive’s The Employee's employment hereunder shall terminate on account upon his death or, at the election of death the Company by written notice to the Employee, if the Employee becomes Disabled (other than via death after delivery as such term is hereinafter defined). In the event of a valid Notice termination of Termination the Employee's employment for Good Reason death or without Cause) or Executive becoming DisabledDisability, the Company shall pay to or provide the Executive Employee (or his estate) legal representatives, as the followingcase may be), as follows: (ia) The Company shall pay to within ten (10) days following death or provide such notice, any accrued but unpaid Base Salary as of the Executive Termination Date; (or his estateb) the following Employee's Base Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), such Base Salary to be paid as and when such Base Salary would have been paid had the employment of the Employee continued through the Extension Period; (c) within 10 business ten (10) days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the next Financial Statement Receipt Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; and (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either caseoccur, an amount equal to (x) the monthly plan premium payment shall thereafter be paid amount of Incentive Compensation, if any, that would have been payable to the Executive as currently taxable compensation Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in substantially equal monthly installments over such fiscal year which expired prior to the 12 month period Termination Date and the denominator of which is 365; (d) within ten (10) days following the Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date of in accordance with Section 3.02 hereof; (f) within ten (10) days following the Termination (or Date, any accrued and unpaid benefits to which the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided Employee may be entitled pursuant to Sections 2(b)(vSection 3.01 hereof; (g) within ten (10) days following the Termination Date, any other accrued and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination unpaid compensation payable to the extent not vested. The Executive shall retain Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (other accrued and unpaid compensation payable to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary Employee as of the Date of Termination and (B) the four year anniversary of the date such award was grantedDate.

Death; Disability. IfSubject to Section 5.18, during in the Employment Period, the Executiveevent of a termination of this Agreement and Employee’s employment hereunder pursuant to Sections 4.01(a) or 4.01(b) above, then this Agreement and Employee’s employment with Employer shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason and Employer’s sole obligation under this Agreement or without Cause) or Executive becoming Disabled, the Company otherwise shall pay be to or provide the Executive (or his estate) the following: (i) The Company shall pay and/or provide, as applicable, the Accrued Obligations, and (ii) subject to Employee’s or Employee’s estate’s, as applicable, execution, delivery within twenty-one (21) days (or forty-five days (45) for a group termination) following receipt by Employee or Employee’s estate, as applicable, and non-revocation of a general release in a form satisfactory to Employer (the “Release”) (which Release, among other things, will include a general release of Employer, its affiliates and their respective officers, directors, managers, members, shareholders, partners, employees and agents from all liability and other terms deemed necessary by Employer for its protection; provided, however, the Release will preserve (a) Employee’s rights, if any, to indemnification by Employer, (b) Employee’s rights, if any, as a shareholder of Employer, and (c) Employee’s rights, if any, under the terms of this Agreement that are intended to survive the termination of this Agreement and Employee’s employment hereunder), pay to Employee or provide Employee’s estate, as applicable, the Executive Prorata Bonus (as defined below) and, if such termination occurs prior to the two (2) year anniversary of the Commencement Date, the Prorata Retention Payment (as defined below). Employer agrees that it shall deliver the Release to Employee (or his her estate, if applicable), within five (5) calendar days following the effective date of termination. The Prorata Bonus and the Prorata Retention Payment shall be payable in a lump sum on the next regular paydate following within 10 business days six (6) months after the Executivedate of Employee’s death termination of employment with Employer; provided, however, Employer will pay the Prorata Bonus and the Prorata Retention Payment in a lump sum on the next regular paydate following the eighth (8th) day after Employee’s or Employee’s estate’s, as applicable, execution and delivery of the Release if making the payment at such time will not cause Employee (or Employee’s estate, if applicable) to incur an “additional tax” as defined in Section 409A(a)(1)(B) of the Code; provided further, that if Employee’s termination of employment with Employer occurs on or within 34 calendar days (or in the case of a group termination, 58 calendar days) prior to the end of a calendar year, none of the Prorata Bonus or the date on which Prorata Retention Payment shall be paid prior to the Executive becomes Disabledfirst business day of the immediately following calendar year. As used in this Agreement: (i) “Prorata Bonus” shall mean the product of: (A) the Accrued Base Salary through the Date greater of Termination to the extent theretofore unpaid, (Bx) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal that Employee received attributable to $375,000; and (ii) During performance during the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases full fiscal year immediately prior to the expiration date of the period Employee’s termination of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)employment with Employer, or (By) Employee’s target Annual Bonus for the Company is otherwise unable to continue to cover fiscal year in which the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date termination of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination Employee’s employment with Employer occurred; and (B) a fraction, the four numerator of which is the number of days in the fiscal year in which the date of termination occurs through the effective date of Employee’s termination of employment and the denominator of which is 365; and (ii) “Prorata Retention Payment” shall mean the product of: (A) that amount equal to fifty percent (50%) of the aggregate amount of the Retention Bonus; and (B) a fraction, the numerator of which is the number of days Employee was employed since the Commencement Date (in the case of a termination of employment on or before the first anniversary of the date such award was grantedCommencement Date) or since the first anniversary of the Commencement Date (in the case of a termination of employment following the first anniversary of the Commencement Date), and the denominator of which is 365.

Death; Disability. If, during the Employment Period, the The Term and Executive’s employment hereunder shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, Executive or Executive’s legal representative or estate (as the date on which the Executive becomes Disabled: case may be) shall be entitled to receive (Ai) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaidRights, plus (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (Dii) an amount equal to $375,000; anda pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive or Executive’s legal representative or estate (as the case may be) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company: (a) an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s death or Disability (subject to Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) During the 12 month period following average Annual Bonus actually earned and paid for the Date last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of Terminationthe Term completed on the date of termination, provided that the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the spouse and Executive’s estate or beneficiaries or eligible dependents, who at the time of Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, termination are enrolled in the Company’s obligations under this Section 4(b)(iibenefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be reduced substantially identical to the extent comparable coverage is actually provided to benefits maintained for other senior executives of the Executive Company, and the shall be contingent upon Executive’s eligible family membersdependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and any such coverage shall be reported deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the Company. Notwithstanding OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration terms of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)grant or award, or (Bii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the Company period specified in the grant or award whichever is otherwise unable to continue to cover the Executive under its group health plans, thengreater, in either case, an amount equal which to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was grantedexercise those rights.

Death; Disability. If, during the Employment Period, If the Executive’s employment shall terminate on account terminates because of her death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Causeas provided in section 4(a) or Executive becoming Disabledbecause of Disability as provided in Section 4(b), the Company shall pay to or provide then the Executive (or his estateher authorized representative or beneficiary) shall be entitled to the following: (i) The Company shall pay to the Accrued obligations earned through the applicable Termination Date (payable on or provide before the Executive (or his estate) the following within 10 business time required by law but in no event more than30 days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of applicable Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if anyDate), and (D) an amount equal to $375,000; and; (ii) During the 12 month period following the Date a pro-rata of Termination, provided that the Executive’s estate or beneficiaries or Annual Bonus, if any, for the fiscal year in which the Executive’s termination occurs (determined by multiplying the amount of such 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 the Executive is employed by the Company and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company; (iii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-incentive awards subject to time-based vesting criteria as if the Executive continued to provide services to the Company for 12 months following the applicable Termination Date; (iv) Subject to the Executive’s or, in the event of her death, her eligible dependents’ timely election of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicable, properly elects to receive group health insurance continuation coverage under amended (“COBRA”), the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, dependents’ participation in the Company’s obligations under this Section 4(b)(ii) shall be reduced group health plan (to the extent comparable coverage is actually provided to permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible family membersdependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any such coverage COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company paid premiums shall be reported by the Executive treated as taxable payments and be subject to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination imputed income tax treatment to the extent not vested. The Executive shall retain necessary to eliminate any vested equity discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (v) In the case of a termination due to Disability, in addition to the aforementioned awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable continuation of Base Salary in effect on Termination Date until the later earlier of (A) the twelve 12 month anniversary of the Date of Termination Date, and (B) the four year date Executive is eligible to commence receiving payments under the Company’s long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the 12 month anniversary of the date such award was grantedTermination Date will compensate the Executive the difference in net compensation.

Death; Disability. If, during the Employment Period, the Executive’s If your employment shall terminate on account hereunder is terminated by reason of your death or Disability (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabledas defined below), the Company shall pay will have no further obligation to or provide the Executive you under this Letter Agreement except that you (or his your heirs or estate, if applicable) will be paid those obligations accrued hereunder to the following: date of your employment termination, consisting only of (i) The any unpaid Base Salary to the extent unpaid through the date of termination, which will be paid to you in a lump sum within 15 days after your employment termination, (ii) any deferred compensation earned but not yet paid (together with any accrued earnings thereon), which will be paid in accordance with the payment provisions of the applicable plan(s), (iii) any annual Incentive Compensation due to you for the last full fiscal year of the Company ending prior to the date of termination (if not previously paid) which shall pay to or provide be paid no later than the Executive time specified in the last sentence of Section 5(c) above, (or his estateiv) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: product of (A) the Accrued Base Salary through annual Incentive Compensation actually payable to you for the Date current fiscal year of Termination the Company, multiplied by (B) a fraction, the numerator of which is the number of days in such fiscal year during which you were employed by the Company, and the denominator of which is 365 (such amount to be paid to you when and as such Incentive Compensation is paid to senior executive officers of the Company generally, but no later than the time specified in the last sentence of Section 5(c) above), (v) to the extent theretofore unpaidconsistent with Company policy, any accrued and unpaid vacation pay and payment for unreimbursed expenses, which will be paid to you in a lump sum within 15 days after your termination of employment, and (Bvi) any other amounts or benefits owing to you or your beneficiaries under the Prior Year Bonus then applicable benefit plans, policies and programs of the Company with respect to senior executive officers, which will be paid to you in accordance with the payment provisions of such benefits plans, policies or programs. (All amounts determined pursuant to the provisions of in clauses (i) through (vi) above are hereinafter referred to as the "ACCRUED OBLIGATIONS"). Upon such employment termination, if and to the extent theretofore unpaidprovided to members of senior management, you will vest in equity-related awards with respect to shares of Company capital stock previously granted to you, and (C) such awards will remain exercisable following termination, in each case to the Pro Rated Annual Bonus (if any), and (D) an amount equal extent provided or to $375,000; and (ii) During the 12 month period following the Date be provided to members of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coveragesenior management; provided, however, that if the Executive becomes repost-employed termination exercise period with another employer and is eligible regard to receive group health insurance coverage under another employer’s plans, stock options will be at least three years (but not beyond the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any original term of such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereofawards). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was granted.Nothing herein will be

Death; Disability. If, during the Employment Period, the Executive’s employment shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming DisabledDisability, the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; andone (1) times the Annual Base Salary within 10 days after the Date of Termination. (ii) During the 12 month period following the Date of TerminationCOBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination COBRA Period (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v2(b)(iv) and (vi) v), (which shall vest as set forth in the applicable award agreement), ) shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was granted.

Death; Disability. If, during the Employment Period, the The Term and Executive’s employment hereunder shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, Executive or Executive’s legal representative or estate (as the date on which the Executive becomes Disabled: case may be) shall be entitled to receive (Ai) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaidRights, plus (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (Dii) an amount equal to $375,000; anda pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive or Executive’s legal representative or estate (as the case may be) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or Director of the Company or any Subsidiary) that is in form and substance reasonable satisfactory to the Company: (a) an amount, payable in a lump sum without discount within 30 days of the date of termination as a result of Executive’s death or Disability (subject to Section 6.20) equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) During the 12 month average Annual Bonus actually earned and paid for the last three full calendar years of the Term completed on the date of termination. In the event that there are less than three full calendar years of the Term completed on the date of termination, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plan provided for a period of twelve (12) months following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects termination of employment. Such benefits shall be substantially identical to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, benefits maintained for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, other senior executives of the Company’s obligations under this Section 4(b)(ii) , and shall be reduced to the extent comparable coverage is actually provided to the Executive and the contingent upon Executive’s eligible family membersdependents continuing to fund any applicable “employee portion” of any premiums of other co-pay or employee funded amounts. Executive acknowledges that such benefit continuation is intended, and any such coverage shall be reported deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the Company. Notwithstanding OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration terms of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)grant or award, or (Bii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the Company period specified in the grant or award whichever is otherwise unable to continue to cover the Executive under its group health plans, thengreater, in either case, an amount equal which to the monthly plan premium payment exercise those rights; provided that in no event shall thereafter such exercise period be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of extended past the date such the grant or award was grantedexpires by its terms.

Death; Disability. IfTermination Upon the Expiration Date or Thereafter, during Termination without Cause by the Employment Period, Company or Resignation with Good Reason by Executive. Upon the earliest to occur of (w) the termination of Executive’s employment shall terminate on account with the Company due to his death or Disability, (x) the Company’s termination of death Executive’s employment without Cause, (y) Executive’s resignation from the Company for Good Reason and (z) any termination or resignation of employment (other than via death after delivery of a valid Notice of Termination by the Company for Good Reason or without Cause) concurrent with or immediately following the Expiration Date, Executive becoming Disabled, the Company shall pay be entitled to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: Accrued Amounts; (Aii) the Accrued Base Salary through the Date Payment of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; andtwo (2) times Executive’s Base Salary, payable in a lump sum in cash on the first business day on or after the sixtieth (60th) day following the termination date; (iiiii) During Payment of an amount equal to two (2) times Executive’s Target Annual Bonus, payable in a lump sum in cash on the 12 month period first business day on or after the sixtieth (60th) day following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(iitermination date; (iv) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant for a termination of employment occurring on or before December 31, 2015, payment of a pro-rated Annual Bonus for the fiscal year of such termination equal to the Annual Bonus Executive is entitled to based on actual performance for such year (without regard to Executive’s termination), multiplied by a fraction, the numerator of which is the Company is providing such coverage is not, or ceases number of days in the fiscal year of Executive’s termination prior to the expiration termination date, and the denominator of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)which is 365, or (B) for a termination of employment occurring after December 31, 2015, payment of a full Target Annual Bonus (or if greater, Annual Bonus based on actual performance) for the fiscal year of such termination, payable in a lump sum in cash on the first business day on or after the sixtieth (60th) day following the termination date; (v) Continued participation for Executive and his spouse and then covered dependents in the applicable group medical plan of the Company, if any, in which Executive and his eligible spouse and dependents participate as of the date of termination in accordance with the terms of such plan in effect from time to time for executive officers of the Company generally and so long as such continued participation is otherwise unable permissible under applicable law and does not result in any penalty or additional tax (other than taxes applicable to continue to cover the payment of wages) upon Executive under its group health plans, thenor the Company or, in either caselieu of such continued coverage and solely in order to avoid any such penalty or additional tax, an amount monthly payments equal to the monthly excess of the COBRA rate (or equivalent rate) under such group medical plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date amount payable generally by executive officers of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable , in each case until the later earlier of (A) eighteen (18) months following the twelve month anniversary termination date or (B) the date that Executive (or any eligible spouse or dependent but only as to the eligibility of such spouse or dependent) obtains new employment that offers group medical coverage; (vi) All service-based vesting requirements in respect of all unvested and outstanding stock options, restricted stock units, performance share, and other equity incentive awards as of Executive’s termination date shall be waived as of the Date day immediately preceding such termination date and all performance goals applicable to such awards shall be deemed met at the greater of Termination actual or target levels; (vii) Each stock option granted to Executive which is vested (or deemed vested in accordance with this Section 3(b)) on Executive’s termination date will remain exercisable until the earlier of (A) three (3) years following the date of Executive’s termination or resignation of employment (or, if later, the post-termination date specified in the option) and (B) the four year anniversary normal expiration date of such stock option that would have applied if Executive’s employment with the date such award was grantedCompany had continued; and (viii) The employment or service requirements of any retention policy applicable to any Annual Bonus or any other compensation previously paid or payable in cash or otherwise shall cease to apply.

Death; Disability. If, during the Employment Period, the The Term and Executive’s employment hereunder shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, Executive or Executive’s legal representative or estate (as the date on which the Executive becomes Disabled: case may be) shall be entitled to receive (Ai) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaidRights, plus (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (Dii) an amount equal to $375,000; anda pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive or Executive’s legal representative or estate (as the case may be) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of her serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company: (a) an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s death or Disability (subject to Section 6.6), equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) During the 12 month period following average Annual Bonus actually earned and paid for the Date last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of Terminationthe Term completed on the date of termination, provided that the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the spouse and Executive’s estate or beneficiaries or eligible dependents, who at the time of Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, termination are enrolled in the Company’s obligations under this Section 4(b)(iibenefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be reduced substantially identical to the extent comparable coverage is actually provided to benefits maintained for other senior executives of the Executive Company, and the shall be contingent upon Executive’s eligible family membersdependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and any such coverage shall be reported deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the Company. Notwithstanding OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration terms of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)grant or award, or (Bii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or her estate shall have (i) thirty days or (ii) the Company period specified in the grant or award whichever is otherwise unable to continue to cover the Executive under its group health plans, thengreater, in either case, an amount equal which to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was grantedexercise those rights.

Death; Disability. If, during the Employment Period, If the Executive’s employment shall terminate on account terminates because of his death (other than via death after delivery as provided in Section 4(a) or because of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming DisabledDisability as provided in Section 4(b), the Company shall pay to or provide then the Executive (or his authorized representative or estate) shall be entitled to the following: (i) The Company shall pay to the Accrued Obligations earned through the applicable Termination Date (payable on or provide before the Executive (or his estate) the following within 10 business time required by law but in no event more than 30 days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of applicable Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if anyDate), and (D) an amount equal to $375,000; and; (ii) During the 12 month period following the Date a pro-rata portion of Termination, provided that the Executive’s estate or beneficiaries or Annual Bonus, if any, for the fiscal year in which the Executive’s termination occurs (determined by multiplying the amount of such 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 the Executive is employed by the Company and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company; (iii) vest the Executive on the applicable Termination Date for any and all previously granted outstanding equity-incentive awards subject to time-based vesting criteria as applicableif the Executive continued to provide services to the Company for twelve (12) months following the applicable Termination Date; (iv) subject to the Executive’s or, properly elects to receive group health insurance in the event of his death, his eligible dependents’ timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly or reimburse the Executive’s estate Executive or beneficiaries or his eligible dependents the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer monthly premium payable to continue his and is his eligible to receive group health insurance coverage under another employer’s plans, dependents’ participation in the Company’s obligations under this Section 4(b)(ii) shall be reduced group health plan (to the extent comparable coverage is actually provided to permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible family membersdependents) for a period of eighteen (18) months, provided that the Executive is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any such coverage COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company paid premiums shall be reported by the Executive treated as taxable payments and be subject to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination imputed income tax treatment to the extent not vested. The Executive shall retain necessary to eliminate any vested equity discriminatory treatment or taxation under the Act or Section 105(h) of the Code; and (v) in the case of a termination due to Disability, in addition to the aforementioned awards, which may not be revoked or annulled by continuation of the Company. Each vested award (to Base Salary in effect on the extent subject to exercise) shall be exercisable Termination Date until the later earlier of (A) the twelve month anniversary of the Date of Termination Date, and (B) the four year date Executive is eligible to commence receiving payments under the Company’s long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the long-term disability policy, the Company, through the twelve month anniversary of the date such award was grantedTermination Date will compensate the Executive’s estate the difference in net compensation.

Death; Disability. If, during the Employment Period, the The Term and Executive’s employment hereunder shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, Executive or Executive’s legal representative or estate (as the date on which the Executive becomes Disabled: case may be) shall be entitled to receive (Ai) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaidRights, plus (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (Dii) an amount equal to $375,000; anda pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive or Executive’s legal representative or estate (as the case may be) first executes and returns to the Company within fifty (50) days following Executive’s termination of employment (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or Director of the Company or any Subsidiary) that is in form and substance reasonable satisfactory to the Company: (a) An amount, payable in a lump sum without discount within sixty (60) days of the date of termination as a result of Executive’s death or Disability (subject to Section 6.20) equal to the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) During the 12 month period following average Annual Bonus actually earned and paid for the Date last three full calendar years of Terminationthe Term completed on the date of termination. In the event that on the date of termination there are less than three full calendar years of the Term completed by Executive in the role set forth in Section 2 Duties, provided that of this Agreement, the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) Continued medical benefits for Executive, Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the spouse and Executive’s estate or beneficiaries or eligible dependents, who at the time of Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, termination are enrolled in the Company’s medical benefits plan, for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be substantially identical to benefits maintained for active senior executives of the Company, and shall be contingent upon Executive or Executive’s eligible dependents continuing to fund any applicable “employee portion” of any premiums, and any co-insurance, co-pay or other employee funded amounts. Executive acknowledges that such benefit continuation is intended, and shall be deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may require Executive to make a timely election of COBRA coverage, and may satisfy its obligations under this Section 4(b)(ii4.3(b) by paying any applicable COBRA premiums or causing such premiums to be paid for the period of up to twelve (12) months following Executive’s termination of employment. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall be reduced to the extent comparable coverage is actually provided to the cease if, during such period, Executive and the (or Executive’s eligible family membersdependents) fail to pay the applicable employee portion of such premiums, and any or Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. The Company may, in its discretion, include the employer-paid cost of such medical coverage shall be reported by the Executive to the Companyin Executive’s taxable income. Notwithstanding the foregoing, if the Company's providing coverage or making payments under this Section 4.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Patient Protection and Affordable Care Act (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5"ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 4.3(b) in such manner as is necessary to comply with the ACA. (Bc) In the Company is otherwise unable event of a termination of employment pursuant to continue this Section 4.3, each grant made to cover the Executive under its group health plans, then, in either case, an amount equal pursuant to the monthly OIP or any similar equity compensation plan premium payment (i) that is subject solely to a time based vesting condition shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) become 100% vested and (viii) (which that vests based on the attainment of performance goals over a finite period of time shall remain outstanding and shall vest as set forth on a pro-rata basis and the balance forfeited in accordance with the terms of the applicable award agreement). Executive, his appointed legal representative, or his estate shall fully vest on have (i) thirty days following termination of Executive’s employment or (ii) the Date of Termination period specified in the grant or award, whichever is greater, in which to the extent not vested. The Executive shall retain exercise (if applicable) any vested equity awards, which may not ; provided that in no event shall such exercise period be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of extended past the date such the grant or award was grantedexpires by its terms.

Death; Disability. If, during the Employment Period, the Executive’s employment shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming DisabledDisability, the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; andone (1) times the Annual Base Salary within 10 days after the Date of Termination. (ii) During the 12 month period following the Date of TerminationCOBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination COBRA Period (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v2(b)(iv) and (vi) v), (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was granted.

Death; Disability. If, during the Employment Period, the Executive’s employment shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming DisabledDisability, the Company shall have no further obligations to the Executive other than to pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 ten (10) business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; andone (1) times the Company Base Salary, within ten (10) days after the Date of Termination. (ii) During the 12 month period following the Date of TerminationCOBRA Period, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of the Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination COBRA Period (or the remaining portion thereof). All Any Company equity awards and other performance incentive awards, other than awards provided pursuant hereafter granted to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), Executive shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve (12) month anniversary of the Date of Termination and (B) the four (4) year anniversary of the date such award was granted.

Death; Disability. If, during the Employment Period, the The Term and Executive’s employment hereunder shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, Executive or Executive’s legal representative or estate (as the date on which the Executive becomes Disabled: case may be) shall be entitled to receive (Ai) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaidRights, plus (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (Dii) an amount equal to $375,000; anda pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive or Executive’s legal representative or estate (as the case may be) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or director of the Company or any Subsidiary) that is in form and substance reasonably satisfactory to the Company: (a) an amount, payable in a lump sum without discount within 30 days of the date of termination as the result of Executive’s death or Disability (subject to Section 6.6), equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) During the 12 month period following average Annual Bonus actually earned and paid for the Date last three full calendar years ending prior to the termination date. In the event that there are less than three full calendar years of Terminationthe Term completed on the date of termination, provided that the average shall be based on the average Annual Bonus actually earned and paid (or payable) during the Term through the date of termination. (b) continued medical benefits for Executive, Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the spouse and Executive’s estate or beneficiaries or eligible dependents, who at the time of Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, termination are enrolled in the Company’s obligations under this Section 4(b)(iibenefits plans provided for a period of twelve (12) months following Executive’s termination of employment. Such benefits shall be reduced substantially identical to the extent comparable coverage is actually provided to benefits maintained for other senior executives of the Executive Company, and the shall be contingent upon Executive’s eligible family membersdependents continuing to fund any applicable “employee portion” of any premiums or other co-pay or employee-funded amounts. Executive acknowledges that such benefit continuation is intended, and any such coverage shall be reported deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3(b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the Company. Notwithstanding OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration terms of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)grant or award, or (Bii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the Company period specified in the grant or award whichever is otherwise unable to continue to cover the Executive under its group health plans, thengreater, in either case, an amount equal which to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was grantedexecute those rights.

Death; Disability. If, during the Employment Period, the Executive’s The Employee's employment hereunder shall terminate on account upon his death or, at the election of death the Company by written notice to the Employee, if the Employee becomes Disabled (other than via death after delivery as such term is hereinafter defined). In the event of a valid Notice termination of Termination the Employee's employment for Good Reason death or without Cause) or Executive becoming DisabledDisability, the Company shall pay to or provide the Executive Employee (or his estate) legal representatives, as the followingcase may be), as follows: (ia) The Company shall pay to within ten (10) days following death or provide such notice, any accrued but unpaid Base Salary as of the Executive Termination Date; (or his estateb) the following Employee's Base Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), such Base Salary to be paid as and when such Base Salary would have been paid had the employment of the Employee continued through the Extension Period; (c) within 10 business ten (10) days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the next Financial Statement Receipt Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; and (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either caseoccur, an amount equal to (x) the monthly plan premium payment shall thereafter be paid amount of Incentive Compensation, if any, that would have been payable to the Executive as currently taxable compensation Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in substantially equal monthly installments over such fiscal year which expired prior to the 12 month period Termination Date and the denominator of which is 365; (d) within ten (10) days following the Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date of in accordance with Section 3.2 hereof; (f) within ten (10) days following the Termination (or Date, any accrued and unpaid benefits to which the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided Employee may be entitled pursuant to Sections 2(b)(vSection 3.1 hereof; (g) within ten (10) days following the Termination Date, any other accrued and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination unpaid compensation payable to the extent not vested. The Executive shall retain Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the Termination Date as of which it is calculated in accordance with the terms hereof, any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (other accrued and unpaid compensation payable to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary Employee as of the Date of Termination and (B) the four year anniversary of the date such award was grantedDate.

Death; Disability. If, during the Employment Period, the Executive’s employment and the Employment Period shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment and the Employment Period immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death, or in the event that Executive’s employment and the Employment Period ends on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason Executive’s Disability, Executive or without Cause) or Executive becoming DisabledExecutive’s estate, the Company as applicable, shall pay be entitled to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued any accrued but unpaid Base Salary through the Termination Date, payable no later than ten (10) days following the Termination Date; (ii) reimbursement for any unreimbursed business expenses incurred through the Termination Date in accordance with Section 3(f) of Termination this Agreement, payable in accordance with applicable Company plan or policy; (iii) all other payments, benefits or fringe benefits to which Executive shall be entitled under the extent theretofore unpaidterms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant payable in accordance with the applicable Company plan, policy or award agreement (the payments described in (i), (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if anyii), and (Diii) an amount hereof, collectively, the “Accrued Benefits”); (iv) a lump sum payment equal to $375,000the amount of Executive’s Base Salary that remains payable to Executive during the Term, measured from the Termination Date through the end of the Term (the “Cash Payment”); and (ii) During such payment to be made on the 12 month first regularly scheduled payroll period following the Date Termination Date; (v) any Annual Bonus for any preceding fiscal year during the Initial Period which, as of Terminationthe Termination Date, provided that the has not been paid, and which would have been paid but for Executive’s estate or beneficiaries or termination of employment, such Annual Bonus to be paid at the Executive, same time as applicable, properly elects annual bonuses for such fiscal year are generally payable to receive group health insurance continuation coverage under COBRA, other senior executives of the Company (the “Prior Year Bonus”); (vi) if the Termination Date occurs during the Initial Period, a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which the Termination Date occurs based on actual performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance period in which such termination occurs and the Termination Date, divided by 365 (the “Pro-Rata Annual Bonus”), which amount shall pay directly be paid at such time annual bonuses are paid to other senior executives of the Company; (vii) if the Termination Date occurs during the Initial Period, a lump sum payment equal to the sum of (x) a pro-rata portion of the Annual Bonus Executive would have earned for the performance year in which Termination Date occurs based on the higher of actual or reimburse target performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the Termination Date and the conclusion of the performance period in which such termination occurs, divided by 365 (the “Pro-Rata Target Bonus”), and (y) a pro-rata portion of the Annual Bonus for any performance year remaining during the Initial Period that begins following the Termination Date based on target performance, with such pro-rata portion determined based on the quotient determined by dividing the number of days between the beginning of the performance year and the conclusion of the Term, divided by 365 (the “Pro-Rata Remaining Bonus”), payable on the first regularly scheduled payroll period following the Termination Date; (viii) effective as of the Termination Date, accelerated vesting of all equity and other Long-Term Incentive Awards held by Executive (the “Accelerated Vesting”), which will be settled within thirty (30) days following Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(iiTermination Date. (ix) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, a lump sum cash payment in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to Retention Bonus (the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period “Retention Bonus Acceleration”), payable no later than ten (10) days following the Termination Date; and (x) continued coverage for Executive and his covered dependents under the Company’s health and welfare plans (including, without limitation, life and disability plans) and entitlement to any other benefits or perquisites in effect as of the Termination Date through the expiration of Termination the Term that would have applied had Executive’s employment continued for the duration of the Term (or the remaining portion thereof“Continued Benefits”). All Company equity awards Following the conclusion of the Term, Executive and other performance incentive awardshis covered dependents shall be eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, other than awards provided pursuant to Sections 2(b)(vas amended (“COBRA”) at Executive’s sole cost and (vi) (which shall vest expense. Following any such termination of Executive’s employment, except as set forth in the applicable award agreementthis Section 4(b), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain have no further rights to any vested equity awards, which may not be revoked compensation or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of the date such award was grantedany other benefits under this Agreement.

Death; Disability. If, during the Employment Period, the The Term and Executive’s employment hereunder shall terminate on account of death (other than via death after delivery of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming Disabled, the Company shall pay to or provide the Executive (or his estate) the following: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the upon Executive’s death or Disability. Upon termination of Executive’s employment hereunder due to death or Disability, Executive or Executive’s legal representative or estate (as the date on which the Executive becomes Disabled: case may be) shall be entitled to receive (Ai) the Accrued Base Salary through the Date of Termination to the extent theretofore unpaidRights, plus (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (Dii) an amount equal to $375,000; anda pro-rated portion of the Annual Bonus Executive otherwise would have been paid for the fiscal year in which such termination of employment occurs, payable when the Annual Bonus would otherwise have been paid to Executive pursuant to Section 3.2, based upon (a) actual performance for such fiscal year, as determined at the end of such fiscal year and (b) the percentage of such fiscal year that shall have elapsed through the date of Executive’s termination of employment, plus (iii) provided that Executive or Executive’s legal representative or estate (as the case may be) first executes and returns to the Company (and does not revoke within any applicable waiting period relevant thereto) a release of all claims arising out of or relating to this Agreement or Executive’s employment by the Company or any Subsidiary (other than any claims for indemnification to which Executive may be entitled as a result of his serving as an officer or Director of the Company or any Subsidiary) that is in form and substance reasonable satisfactory to the Company: (a) an amount, payable in a lump sum without discount 30 days after the date of termination as a result of Executive’s death or Disability (subject to Section 6.20) equal to two (2) times the sum of Executive’s (i) annual Base Salary at the time of termination and (ii) During the 12 month average Annual Bonus actually earned and paid with respect to the last three full calendar years of the Term completed prior to the date of termination. In the event that there are less than three full calendar years of the Term completed by the date of termination, such average shall be based on the average Annual Bonus(es) actually earned and paid (or, if no Annual Bonus has been earned or paid by such termination date, the amount of the maximum Target Bonus Amount for the year of termination shall replace the average Annual Bonus in clause (ii) above) during the Term through the date of termination. In addition, any calculation pursuant to clause (ii) above will be based only on Annual Bonus amounts (or Target Bonus Amounts, as applicable) for Executive in Executive’s employment capacity at the time of termination (i.e., CIO or CEO, as applicable) without reference to amounts earned and paid with respect to any prior capacity Executive served for the Company. (b) continued medical benefits for Executive, Executive’s spouse and Executive’s eligible dependents, who at the time of Executive’s termination are enrolled in the Company’s benefits plan provided for a period of twelve (12) months following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects termination of employment. Such benefits shall be substantially identical to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, benefits maintained for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, other senior executives of the Company’s obligations under this Section 4(b)(ii) , and shall be reduced to the extent comparable coverage is actually provided to the Executive and the contingent upon Executive’s eligible family membersdependents continuing to fund any applicable “employee portion” of any premiums of other co-pay or employee funded amounts. Executive acknowledges that such benefit continuation is intended, and any such coverage shall be reported deemed, to satisfy the obligations of the Company and any of its subsidiaries and affiliates to provide continuation of benefits under COBRA for such period and that the Company may satisfy such obligation by paying any applicable COBRA premiums or causing such premiums to be paid. Executive’s entitlement to benefits pursuant to this Section 4.3 (b) shall cease if, during such period, Executive is employed by or otherwise is rendering services to a third party for which Executive is entitled to receive medical benefits. (c) In the event of a termination of employment pursuant to this Section 4.3, each grant made to Executive pursuant to the Company. Notwithstanding OIP or any similar plan that is subject to a time based vesting condition shall become vested (i) in accordance with the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration terms of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5)grant or award, or (Bii) as though such grant or award had vested in equal quarterly amounts over the applicable vesting period specified in the grant or award, whichever results in highest number of vested securities or other rights. Executive or his estate shall have (i) thirty days or (ii) the Company period specified in the grant or award whichever is otherwise unable to continue to cover the Executive under its group health plans, thengreater, in either case, an amount equal which to the monthly plan premium payment exercise those rights; provided that in no event shall thereafter such exercise period be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary of the Date of Termination and (B) the four year anniversary of extended past the date such the grant or award was grantedexpires by its terms.

Death; Disability. If, during the Employment Period, the Executive’s The Employee's employment hereunder shall terminate on account upon his death or, at the election of death the Company by written notice to the Employee, if the Employee becomes Disabled (other than via death after delivery as such term is hereinafter defined). In the event of a valid Notice termination of Termination the Employee's employment for Good Reason death or without Cause) or Executive becoming DisabledDisability, the Company shall pay to or provide the Executive Employee (or his estatelegal representatives, as the case may be), as follows: 7 (a) within ten (10) days following death or such notice, any accrued but unpaid Base Salary as of the Termination Date; (b) the following:Employee's Base Salary until the expiration of 12 months from the date of death or termination for Disability (the "Extension Period"), such Base Salary to be paid as and when such Base Salary would have been paid had the employment of the Employee continued through the Extension Period; (ic) The Company shall pay to or provide the Executive within ten (or his estate10) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary through the next Financial Statement Receipt Date of Termination to the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if any), and (D) an amount equal to $375,000; and (ii) During the 12 month period following the Date of Termination, provided that the Executive’s estate or beneficiaries or the Executive, as applicable, properly elects to receive group health insurance continuation coverage under COBRA, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, in either caseoccur, an amount equal to (x) the monthly plan premium payment shall thereafter be paid amount of Incentive Compensation, if any, that would have been payable to the Executive as currently taxable compensation Employee with respect to the fiscal year during which the Termination Date occurred had the Termination Date not occurred multiplied by (y) a fraction, the numerator of which is the number of days in substantially equal monthly installments over such fiscal year which expired prior to the 12 month period Termination Date and the denominator of which is 365; (d) within ten (10) days following the Termination Date, a cash payment equal to the Employee's Base Salary on a daily basis (computed on a 365-day year) in effect on the Termination Date, multiplied by the number of accrued and unused vacation days at the Termination Date; (e) within ten (10) days following the Termination Date, any accrued but unpaid expenses incurred by the Employee as of the Termination Date of in accordance with Section 3.02 hereof; (f) within ten (10) days following the Termination (or Date, any accrued and unpaid benefits to which the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided Employee may be entitled pursuant to Sections 2(b)(vSection 3.01 hereof; (g) within ten (10) days following the Termination Date, any other accrued and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest on the Date of Termination unpaid compensation payable to the extent not vested. The Executive shall retain Employee as of the Termination Date, the amount of which has already been calculated as of the Termination Date in accordance with the terms hereof; and (h) within ten (10) days following the date after the Termination Date as of which it is calculated in accordance with the terms hereof, any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (other accrued and unpaid compensation payable to the extent subject to exercise) shall be exercisable until the later of (A) the twelve month anniversary Employee as of the Date of Termination and (B) the four year anniversary of the date such award was grantedDate.

Death; Disability. If, during If the Employment Period, the Executive’s Employee's employment shall terminate on account terminates because of his death (other than via death after delivery as provided in Section 4(a) or because of a valid Notice of Termination for Good Reason or without Cause) or Executive becoming DisabledDisability as provided in Section 4(b), then the Company shall pay to or provide the Executive Employee (or his authorized representative or estate) the followingshall be entitled to: (i) The Company shall pay to or provide the Executive (or his estate) the following within 10 business days after the Executive’s death or the date on which the Executive becomes Disabled: (A) the Accrued Base Salary Obligations earned through the Termination Date of Termination to (payable at the extent theretofore unpaid, (B) the Prior Year Bonus to the extent theretofore unpaid, and (C) the Pro Rated Annual Bonus (if anyPayment Time), and (D) an amount equal to $375,000; and. (ii) During Vesting for all previously granted outstanding equity-incentive awards subject to time-based vesting criteria will be accelerated as if the 12 month period Employee continued to provide services to the Company for twelve (12) months following the Termination Date; any outstanding equity-incentive awards subject to time-based vesting criteria that would not vest during the twelve (12) months following the Termination Date will be forfeited. Any vested stock options shall be exercisable in accordance with the terms and conditions set forth in the related equity plan(s) and/or award agreement(s), or as otherwise set forth on Exhibit A to this Agreement. (iii) Subject to the Employee's or, in the event of Terminationhis death, his eligible dependents' timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall reimburse the Employee and/or his eligible dependents the monthly premium payable to continue his and his eligible dependents' participation in the Company's group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and the Employee's eligible dependents) for a period of eighteen (18) months, provided that the Executive’s estate or beneficiaries or Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the Executive, as applicable, properly elects to receive event that the Employee obtains other employment that offers group health insurance benefits, such continuation of coverage by the Company shall immediately cease. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under COBRAthe Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the "Act") or Section 105(h) of the Code, the Company shall pay directly or reimburse the Executive’s estate or beneficiaries or the Executive, as applicable, for paid premiums for such coverage; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(b)(ii) shall be reduced treated as taxable payments and be subject to imputed income tax treatment to the extent comparable coverage is actually provided necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. (iv) In the case of a termination due to Disability, in addition to the Executive and the Executive’s eligible family membersaforementioned benefits, and any such coverage shall be reported by the Executive to the Company. Notwithstanding the foregoing, (A) if any plan pursuant to which the Company is providing such coverage is not, or ceases prior to the expiration continuation of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive under its group health plans, then, Base Salary in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the 12 month period following the Date of Termination (or the remaining portion thereof). All Company equity awards and other performance incentive awards, other than awards provided pursuant to Sections 2(b)(v) and (vi) (which shall vest as set forth in the applicable award agreement), shall fully vest effect on the Terminate Date of Termination to the extent not vested. The Executive shall retain any vested equity awards, which may not be revoked or annulled by the Company. Each vested award (to the extent subject to exercise) shall be exercisable until the later earlier of (A) the twelve month anniversary of the Date of Termination Terminate Date, and (B) the four year date Employee is eligible to commence receiving payments under the Company's long-term disability policy. If the net compensation from the Base Salary is greater than the net compensation from the longterm disability policy, the Company, through the twelve month anniversary of the date such award was grantedTermination Date will compensate the Employee's estate the difference in net compensation.