Common use of Termination by the Company Without Cause Clause in Contracts

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The This Agreement may be terminated by the Company without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, at in its discretion, and notwithstanding any time other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and without prior written access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with of termination by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling the Company shall, at the election of Employee, either (A) if continue to pay Employee his then effective salary hereunder for eighteen (18) months, following the effective date of termination does not occur during the CIC Protection Periodof employment, nine (9) months including 100% of base salary, any bonus paid in equal installments according to Employee with respect to the Company’s regular payroll schedule over calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the nine same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (9determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") months following to the Date extent that such benefits cannot be provided to Employee under the terms of Termination (the “Severance Period”)benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) if the termination occurs during the CIC Protection Periodpay Employee, nine (91) months within fifteen (15) days of base salarytermination, paid in a lump sum within five payment equal to fifty percent (550%) days following of Employee's salary and the release cost of claims specified providing benefits (determined, in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion case of the Annual Bonus for the year in which the Date of Termination occursgroup health benefits, based on the number of full months employed in such fiscal year and actual performance applicable plan's "COBRA cost") hereunder for such year, paid when other senior executives receive their annual bonuses for such year eighteen (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (918) months, including 100% of any bonus paid or payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to Employee with respect to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effectivecalendar year immediately preceding termination, and (B2) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five remaining fifty percent (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i50%) of the preceding sentence shall commence amount specified in the second taxable year immediately preceding subsection (and any 1) in six (6) equal monthly installments, with such installment payments that would have been made beginning the month after the month in which payment of the first taxable year shall be paid in a lump sum at the time payments commence pursuant heretooccurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable. (d). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The Company mayshall have the right, at any time and without prior written noticetime, to terminate the Executive’s employment without Cause. In the event that the ExecutiveEmployee’s employment with the Company is terminated without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Executive Company’s obligation to the Employee shall receive be limited solely to (i) unpaid base salary accrued up to the Accrued Benefits effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid portion bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the Annual Bonus from a prior year post-employment payments and benefits under this Section 2(b) (payable when other senior executives receive their annual bonuses for such yearthan the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than March 15 the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the year following the year for which the Annual Bonus was earned). In addition, the Executive second sentence of this paragraph shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular normal payroll schedule over schedule, with the nine (9) months first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the Date effective date of Termination (termination; provided, however, that the “Severance Period”), or (B) if the termination occurs first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) 30 days following the release effective date of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b)termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Control shall notSection 3 of this Agreement. In such case, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, 3 of this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlshall control.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate If the Executive’s employment without Cause. In the event that the Executive’s employment with Triggering Event was a Termination by the Company is terminated without Without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive Employee shall be entitled to receive from his Annual Base Compensation and accrued but unpaid vacation through the date thereof plus, in the discretion of the Company's Compensation Committee, the 2016 and 2017 Maximum Option Bonus, payable in accordance with the Company's normal payroll practices, and for the six (6) month period following the date of termination of Employee's employment with the Company (the following: "Severance Period"), an amount per month equal to one-twelfth (1/12) of Employee's Annual Base Compensation on the date of termination in installments consistent with the Company's normal payroll practices, commencing with the first regular payroll payment date following the termination of the Employment Period (collectively, the "Severance Benefits"), and to continue to participate in the Company's health, insurance and disability plans and programs for the six (6) month period following the date of termination of Employee's employment with the Company (the "Severance Period"); provided that Employee shall be entitled to receive such Severance Benefits during the Severance Period if (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according Employee has executed and delivered to the Company’s regular payroll schedule over the nine Company an effective and irrevocable General Release substantially in form and substance as set forth in Exhibit B to this Agreement within fifty (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (550) days following the release of claims specified in Exhibit A becoming irrevocableafter his termination date, and (ii) (A) if the termination does Employee has not occur during the CIC Protection Period, a pro rata portion breached any of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering his covenants to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6this Agreement. To the extent any payments under this Sec. 5.2(c) are treated as non-qualified deferred compensation subject to Sec. 409A, 7 and 8; provided, that if such forty-five the fifty (4550) calendar day period from Employee's termination date through the expiration of any applicable revocation period with respect to the General Release begins in one taxable year and ends in the following taxable year, then payments shall not commence being paid or be paid until the payments described in (i) beginning of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlyear.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate (Other Than Due to Disability or Death) or by the Executive’s employment without CauseEmployee for Good Reason. In (i) If the event that the ExecutiveEmployee’s employment with the Company and its affiliates, as applicable, hereunder is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling by (A) the Company for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company and its affiliates in a form acceptable to the Company (“Release”), on or prior to the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such Release within the time period provided therein, the Company shall pay the Employee (x) an amount equal to the Annual Bonus, if any, earned for the Bonus Year in which the date of termination does of employment occurs which bonus would otherwise be payable to the Employee if his employment had not occur during terminated (as determined following the CIC Protection Periodend of such Bonus Year based on the actual full-year performance of the Company in such Bonus Year), nine multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (9to the extent applicable, the “Pro-Rata Bonus”), which amount is payable in accordance with Section 3(b), (y) months an amount equal to the sum of base salary(I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, paid or earned, but not yet paid, in respect of the Bonus Year immediately preceding the year of termination, which amount is payable in equal installments according to in accordance with the Company’s regular payroll schedule usual payment practices over a twelve (12) month period commencing on the nine (9) months day immediately following the Date date of Termination termination (such period, the “Severance Period”)) and (z) an amount equal to one and a half (1.5) times the Company’s cost of providing, or (Bfor 12 months, coverage for the Employee and his dependents under the Company’s group health plan(s) if at the termination occurs during applicable premium rate in effect at the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion time of the Annual Bonus for the year Employee’s termination of employment, which amount is payable in which the Date of Termination occurs, based on the number of full months employed equal installments in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (accordance with the proration determined in Company’s usual payment practices over the same manner as in clause (ii)(A))Severance Period. Notwithstanding the foregoing, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal Company shall have the right to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance cease making such payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering Employee shall be obligated to repay any such amounts to the Company of a release of claims substantially in already paid if the form attached hereto as Exhibit A Employee fails to execute and deliver the Release within forty-five (45) days following the Date of Terminationtime period provided above or, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable yearafter timely delivery, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at Employee revokes it within the time payments commence pursuant hereto). Except as specifically provided period specified in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlRelease.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time wishes to terminate the Employment Period and without prior written notice, terminate the Executive’s employment without Cause. In hereunder (including by not extending the event that the Executive’s employment with term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of twenty-four months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued Benefits and any unpaid portion of Base Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the Annual Bonus from a bonus paid the Executive for the performance period immediately prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of to the year following the year for in which the Annual Bonus was earned)Termination Notice is given but not greater than 25% of Base Salary) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from the Company the following: (ix) severance payments totaling (A) if the termination does not occur during the CIC Protection Periodpayment of any earned but unpaid amounts, nine (9) months of base salary, paid in equal installments according including bonuses for performance periods that ended prior to the Company’s regular payroll schedule over the nine (9) months following the Termination Date of Termination (the “Severance Period”)and any unreimbursed business expenses, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid with such payment made in a lump sum within five (5) days following the release of claims specified accordance with Company practices in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based effect on the number date of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 his termination of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effectiveemployment, and (By) the Executive’s continued compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) its subsidiaries or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlaffiliates.

Termination by the Company Without Cause. The Board may in its sole discretion cause the Company may, at any time and without prior written notice, to terminate the Executive’s employment at any time during the Term without CauseCause (as defined below) and upon thirty (30) days’ prior written notice to the Executive, with the Company’s only obligations being the payment of the Accrued Compensation and, subject to the conditions described in this paragraph Section 7(d), the severance compensation specified in this Section 7(d). In If (i) the event that Company terminates the Executive’s employment with during the Company is terminated Term without Cause, or if the Executive terminates his employment for Good Reason, as provided in Section 7(c) above, (ii) the Executive executes a general release in the form attached as Exhibit A hereto (and the Executive does not subsequently revoke such release) and (iii) the Executive continues to comply in all material respects with his obligations under Section 8 of this Agreement, then the Company shall receive the Accrued Benefits (conditioned upon such timely execution, delivery and any unpaid portion non-revocation of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, foregoing release) pay the Executive shall be entitled to receive from the Company the following: (ix) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination compensation (the “Severance PeriodCompensation”), ) equal to the Annual Base Salary otherwise due to the Executive for a period equal to the longer of: (A) the remaining period of the Initial Period or any Renewal Period (as applicable) then in effect; or (B) three (3) months,2 which Severance Compensation, if any, shall be paid commencing with the first regular payroll date following fifty-two (52) days after the Executive’s last day of employment and otherwise paid at the same times as payments would have been made if the Executive had remained employed by the Company through such applicable severance period; provided, however, that the first such payment shall include all payments the Executive would have received prior to the expiration of such statutory revocation period had there been no termination occurs during the CIC Protection Periodof employment, nine and (9y) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to six (6) times the “COBRAapplicable percentage” premium for Executive’s elected coverage as of the Date of Termination for nine monthly COBRA premium cost applicable to the Executive if the Executive (9or his dependents) monthswere to elect COBRA coverage in connection with such termination (the “COBRA Payment”), payable in a lump sum within five (5) days following with such amount to be paid on the release of claims specified in Exhibit A becoming irrevocabledate that Severance Compensation payments commence. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b7(d) or in another section of this Agreement, or except as required by law, all benefits provided by the Company shall be subject to the Executive under this Agreement or otherwise shall cease as provisions of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b7(g) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlbelow.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive’s employment Executive without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned)Benefits. In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling Three Million Dollars (A) if the termination does not occur during the CIC Protection Period$3,000,000), nine (9) months of base salaryless standard withholdings for tax and social security purposes, paid in equal installments according to the Company’s regular payroll schedule over the nine twenty-four (924) months following the Date of Termination (the “Severance Post-Termination Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the any earned and unpaid Annual Bonus for the year prior to the year of termination to be paid in which the Date of Termination occurs, based on same time and the number of full months employed in such fiscal year and actual performance for such year, same form as the Annual Bonus otherwise would be paid when other senior executives receive their annual bonuses for such year (and but in no event later than March 15 75 days after the end of the Company’s fiscal year following to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination occurs)(after which time such Performance-Based Shares, or (B) if to the termination occurs during the CIC Protection Periodextent unvested, a pro rata Target Bonus (shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the proration determined in terms thereof) and (vi) vesting of and the same manner lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as in clause to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (ii)(A)), paid in a lump sum within five (536) days month period following the release Date of claims specified Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in Exhibit A becoming irrevocableaccordance with the terms thereof; and (iii) a cash payment equal provided, however, that the Company’s repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the “COBRA” premium for Executive’s elected coverage as third anniversary of the Date of Termination for nine (9) monthsTermination. Notwithstanding the foregoing, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence this Section 5(c) is conditioned on (Ay) the Executive’s executing and delivering to the Company of a release of claims substantially against the Company, in the a form attached hereto as Exhibit A A, and on such release becoming effective within forty-five sixty (4560) days following the Date of Termination, and on such release becoming effectiveTermination (the “Release Deadline”), and (Bz) the Executive’s continued compliance with the restrictive covenants set forth in Sections 66 and 8(a), 7 (b), (d) and 8; (e) and the Proprietary Information Agreements (as defined below), provided, however, that if the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such forty-five notice (45) day period begins in one taxable without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year and ends where the Release Deadline could occur in the calendar year following taxable yearthe calendar year in which such Date of Termination occurs, the then any severance payments described in (i) or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the preceding sentence Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall commence in the second taxable year (and any payments include all amounts that would have been made in paid to the first taxable year Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall be paid in have a lump sum at right of offset against all severance payments for amounts owed to the time payments commence pursuant hereto)Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(b5(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlTermination.

Termination by the Company Without Cause. The Executive’s employment with the Company may, may be terminated at any time and by the Company without Cause upon prior written notice, terminate . Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) within 30 days following the Executive’s payment thereof, subject to Section 8.2 hereof; 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 without Causethat offers group health benefits, such reimbursement by the Company under this Section 4.4(v) shall immediately cease; and (vi) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 12 month period commencing on the date of termination shall vest and become exercisable. In the event that the Executive’s employment with Executive is eligible to receive the Company is terminated without Causeseverance benefits provided for by this Section 4.4, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall not be entitled eligible to receive from the severance benefits under any other Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Periodplan, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”)policy, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlagreement.

Termination by the Company Without Cause. or by the Employee for --------------------------------------------------------------- Changed Circumstances. The Company maymay terminate the employment relationship --------------------- with the Employee without cause (which shall not include a termination pursuant to Paragraphs 8, at any time and without 9 or 10) by giving the Employee 15 days prior written notice, . The Employee may terminate the Executive’s employment without Causerelationship with the Company for Changed Circumstances by giving the Company 15 days prior written notice. The term "Changed Circumstances" as used in this Paragraph 11 means (a) a reduction in the Employee's base salary and benefits, (b) a material reduction in the scope of the Employee's authority and/or responsibilities, (c) during the first three years following the Closing Date, a change in the Company's management under which the Employee is no longer the Company's President and Chief Executive Officer, (d) a change in the control of the Company, and/or (e) breach of the Agreement by the Company which the Company fails to cure after 30 days' written notice to the Company. In the event that the Executive’s employment with relationship is terminated by the Company is terminated without Causecause or by the Employee for Changed Circumstances during the term hereof, the Executive Company shall receive pay the Accrued Benefits Employee all accrued benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according unreimbursed expenses owed to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, Employee that have accrued but have not been paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableDate. The Executive’s entitlement Company shall also continue to pay to the severance payments Employee all salary and benefits hereunder until the third anniversary of the Closing Date. Such payments shall be made in accordance with the foregoing sentence is conditioned on (A) Employee's regular salary schedule. Payment of the Executive’s executing and delivering severance benefits set forth herein shall be subject to the Company execution and delivery of a Separation Agreement (including a release of all claims substantially in against the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (BCompany) the Executive’s continued compliance with terms of which will reasonably be determined by the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in parties. The Company's obligations pursuant to this Paragraph 11 shall terminate immediately upon any violation of Paragraph 3 or 4 or the following taxable year, taking of any other action by the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments Employee that would have been made in the first taxable year shall be paid in a lump sum at effect of declaring the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) provisions of Paragraph 3 or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control4 not enforceable.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate 3.1(b) (Termination by the ExecutiveEmployee for Good Reason) Terminations. If Employee’s employment without Cause. In terminates pursuant to Section 3.1(a) or 3.1(b) hereof, Employee shall have no further rights against the event that Company hereunder, except for the Executive’s employment right to receive, subject to execution of a release and waiver in the form customarily used by the Company in connection with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion termination of the Annual Bonus from a prior year (payable when other similarly situated senior executives receive their annual bonuses for such year(“Release and Waiver”) in the case of clauses (ii) - (iv) and (vi) below, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling any earned but unpaid Base Salary and the value of any accrued but unused vacation, (Aii) if payment of Base Salary for a period of two (2) years from the effective date of termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if payable in accordance with the termination occurs during normal payroll practices of the CIC Protection Period, nine (9) months Company and reduced by any salary continuation benefit paid under any of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocablePlans maintained pursuant to Section 2.4, (iiiii) (Ax) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual any previously earned Performance Bonus for a prior Bonus Year that has not been paid, and in the event of any termination after December 31, 2015 any 2015 Bonus that has not been paid, and (y) any annual Performance Bonus or 2015 Bonus due for the calendar year in which the Date of Termination occurssuch termination pursuant to Section 2.2, prorated based on the number of full months days Employee was actively employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for by the Company during such year (and or in no event later than March 15 the case of the year following 2015 Bonus, the year in which period from the Date of Termination occursHire through December 31, 2015), payable at the time such Performance Bonus or 2015 Bonus would otherwise be paid in accordance with such Section 2.2, (Biv) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined continued participation in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following Plans pursuant to Section 2.4 for the release duration of claims specified in Exhibit A becoming irrevocable; the Severance Period to the extent such continued participation is permitted under the terms of the Plans and (iii) to the extent such participation is not permitted a cash payment equal of substantially similar value (without requiring any additional payments to address the “COBRA” premium for Executive’s elected coverage as taxability of the Date this payment), (v) reimbursement of Termination for nine (9) monthsexpenses to which Employee is otherwise entitled under Sections 2.4, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective2.5 or 2.8 hereof, and (Bvi) whatever rights as to stock options or other equity awards the Executive’s continued compliance Employee may have pursuant to the 2015 Option Agreement, the Matching PRSU Agreement, the Project 650 PRSU Agreement or the Base RSU Agreement or any other stock option agreements or other equity award agreements with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlCompany.

Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company may, by delivering 30 days prior written notice to Employee, terminate Employee's employment at any time without cause, and without the Employee may, by delivering 30 days prior written noticenotice to the Company, terminate the Executive’s Employee's employment for "Good Reason," as defined below. If such termination without Cause. In the event that the Executive’s employment with the Company is terminated without Causecause or for Good Reason occurs, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive Employee shall be entitled to receive from a lump-sum payment equal to the Company sum of (a) two times the following: sum of (i) severance payments totaling (A) if his Base Salary at the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, then current rate and (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion sum of the Annual Bonus target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the Date termination occurs and (b) if termination occurs in the fourth quarter of Termination occursa calendar year, the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the termination occurs prorated daily based on the number of full months employed days from the beginning of the calendar year in such fiscal year which the termination occurs to and actual performance for such year, paid when other senior executives including the date of termination. Employee shall also receive their annual all earned but unpaid bonuses for such year (and in no event later than March 15 of the year following prior to the year in which the Date termination occurs and shall receive (i) for a period of Termination occurstwo years following termination of employment, continuing coverage and benefits comparable to all life, health and disability insurance plans which the Company from time to time makes available to its management executives and their families, (ii) a lump-sum payment equal to two times the stipulated flexible perquisites amount pursuant to Section 2(d), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal two years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the “COBRA” premium for Executive’s elected coverage as Employee on the date of termination. All unvested stock options held by Employee on the date of the Date termination shall become immediately vested and all restrictions on restricted stock then held by the Employee shall terminate. For purposes of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments this Section 5 and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and Section 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) provisions of such sections shall not apply to awards under the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control1998 Performance Incentive Compensation Plan.

Termination by the Company Without Cause. 11.3 The Company may, at any time and may terminate the Employment without prior Cause by giving you 30 days’ advance written notice. Upon such termination of Employment, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, shall pay you the Executive shall receive aggregate of (i) the Accrued Benefits and any unpaid portion (ii) the Cessation Compensation in cash in accordance with Clause 11.7 and (iii) you shall be entitled to the benefits provided for in Clause 11.12 provided that should the termination of Employment take place as a result of a Change of Control which is not excluded by the Annual Bonus from proviso in Clause 11.6 sub-Clause (iv), the Company shall multiply the Cessation Compensation by a factor of 1.66 if such termination takes place prior year (payable when other senior executives receive their annual bonuses for to 31 July 2004 and by a factor of 1.33 if such year, termination takes place prior to 31 July 2005 and in no event later than March 15 thereafter by a factor of the year following the year for which the Annual Bonus was earned)1. In addition, the Executive Company shall maintain in full force and effect, for the continued benefit of you, your spouse and your children for a period of one year following the date of termination the medical, hospitalisation, dental, and life insurance schemes in which you, your spouse and your children were participating immediately prior to the date of termination at the level in effect and upon substantially the same terms and conditions (including without limitation contributions required by you for such benefits) as existed immediately prior to the Back to Contents date of termination. If you, your spouse or your children cannot continue to participate in the Company schemes providing such benefits, the Company shall arrange, at its discretion, either to provide you, your spouse and your children with the cash equivalent of such benefits which they otherwise would have been entitled to receive under such schemes or to pay the premiums to enable continued participation in equivalent schemes for a period of one year following the date of termination. The Company’s obligation to provide continuing arrangements in relation to medical, hospitalisation, dental and life assurance schemes under this Clause 11.3 shall terminate on the date or dates you receive equivalent cover and benefits, without waiting period or pre-existing condition limitations under the schemes of a subsequent employer (such cover and benefits to be determined on a cover by cover and benefit by benefit basis). If you obtain cover or benefits relating to medical, hospitalisation, dental and life insurance schemes from a subsequent employer which are less generous than those provided to you by the Company, you shall be entitled to receive from the Company only to the following: (i) severance payments totaling (A) if difference between the termination does not occur during the CIC Protection Periodcover or benefits you obtain from a subsequent employer and those to which you would have been entitled hereunder had no subsequent employer provided cover or benefits. You will use all reasonable endeavours to obtain equivalent cover and benefits from a subsequent employer. Once equivalent cover and benefits have been obtained from such subsequent employer, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in obligations to provide such fiscal year cover and actual performance benefits for such year, paid when other senior executives receive their annual bonuses for such one year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b)absolutely. For the avoidance purpose of doubtthis Clause 11.3, a Change the reference to children means children up to the age of 21 or, if older and if they are in Control shall notfull time education, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.until they finish their education. Termination through loss of directorship

Termination by the Company Without Cause. The Executive’s employment with the Company may, may be terminated at any time and by the Company without Cause upon prior written notice, terminate . Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the Executive’s annual Base Salary (as in effect as of the date of termination) payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) for up to 18 months, a monthly amount equal to the employer portion of the applicable COBRA premium for the level of coverage that the Executive has as of the date of termination (i.e., single, single plus one, or family) under the Company’s group health plan as in effect from time to time, which payment shall be paid in advance on the first payroll date of each month, commencing with the month immediately following the Executive’s date of termination; provided, that any payments payable to the Executive during the first fifty-nine (59) days following the date of termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the first payroll date coincident with or next following the sixtieth (60th) day following the date of termination (or the first business day thereafter); provided, further, that in the event that the Executive obtains other employment without Causethat offers group health benefits, payments by the Company shall immediately cease; and provided, further, that if the Company’s making payments under this Section 4.4(v) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform this Section in such manner as is necessary to comply with the PPACA; and (vi) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 12 month period commencing on the date of termination shall vest and become exercisable. During the period for which the Executive is receiving payments pursuant to Section 4.4(v), subject to the Executive’s timely election of COBRA continuation coverage, remaining eligible for COBRA continuation coverage and continued payment of COBRA premiums, the Company will make available to the Executive and the Executive’s eligible dependents, at the Executive’s cost (in an amount equal to the COBRA premium cost therefor), coverage under the Company’s group health plan (which shall be concurrent with any health care continuation benefits to which the Executive or his eligible dependents are entitled under COBRA). In the event that the Executive’s employment with Executive is eligible to receive the Company is terminated without Causeseverance benefits provided for by this Section 4.4, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall not be entitled eligible to receive from the severance benefits under any other Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Periodplan, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”)policy, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlagreement.

Termination by the Company Without Cause. The If, during the Term, the Company may, at any time and without prior written notice, terminate the Executiveterminates Employee’s employment without Cause. In other than for Cause or the event that the Executiveoccurrence of Employee’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such yeardeath or Disability, and other than as provided in no event later than March 15 the last sentence of the year following the year for which the Annual Bonus was earnedSection 6(d). In addition, the Executive Employee shall be entitled to continue to receive from the Company the following: (i) severance payments totaling any Bonus (Aif earned) if relating to a fiscal year which was completed before the effectiveness of such termination does (payable as set forth in Section 3(b)), (ii) any Bonus for a fiscal year, which was not occur completed before the effectiveness of such termination, through the date of effectiveness of such termination, to the extent earned, pro-rated (based on a percentage defined by a fraction, the numerator of which is the number of days during the CIC Protection Periodfiscal year prior and through the date of effectiveness of the termination, nine and the denominator of which is three hundred sixty-five (9365)), payable following the completion and filing of the Company’s annual audited financial statements and (iii) months Employee’s Base Salary that would have been paid from the date of base salary, effectiveness of such termination through the end of the Term (paid in equal installments according periodic payments which correspond to the Company’s regular payroll schedule over the nine periods); provided that any payments set out in clauses (9) months following the Date of Termination (the “Severance Period”i), (ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (57) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in date on which the Date of Termination occurs, based on the number of full months employed in such fiscal year Employee executes and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering delivers to the Company of a general release of all claims substantially in relating to Employee’s employment and termination from employment (the form attached hereto as Exhibit A within forty-five (45“General Release”) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Executive Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective of the termination of Employee’s employment under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b6(c) or Section 5(c); rather, otherwise. The Company shall have no further obligations to Employee under this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlAgreement.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive’s employment without Cause. For purposes of this Section 5(b), if the Company declines to extend the then-current Employment Period pursuant to Section 1, such nonextension shall be deemed a termination without Cause upon the end of the Employment Period. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of his then-effective annual base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine twelve (912) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on year-to-date performance as determined by the number of full months employed Board in such fiscal year and actual performance for such yeargood faith, paid payable when other senior executives receive their annual bonuses for such year (year, and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment an amount equal to the “COBRA” premium for as long as the Executive and, if applicable, the Executive’s elected coverage as of dependents are eligible for COBRA from the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableCompany. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a mutual release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company may, at any time wishes to terminate the Employment Period and without prior written notice, terminate the Executive’s employment without Cause. In hereunder (including by not extending the event that the Executive’s employment with term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of 18 months (such period, the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Accrued Benefits Base Salary under Section 3(a)(i) and to be reimbursed for any unpaid portion reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the Annual Bonus from a bonus (including any retention amounts) paid the Executive for the performance period immediately prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of to the year following the year for in which the Annual Bonus was earned)Termination Notice is given and paid on the last day of each calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Termination Date of Termination (the “Severance Period”)all outstanding equity awards, with all outstanding stock options or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company stock appreciation rights granted to the Executive under remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination of employment and (z) any other rights, benefits or entitlements in accordance with this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) its subsidiaries or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlaffiliates.

Termination by the Company Without Cause. The Company mayshall have the right, at any time and without prior written noticeduring the Term, to terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause by giving written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, Company’s obligation to the Executive shall be entitled limited solely to receive from the Company the following: (i) unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a severance payments totaling in an amount equal to the Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to (A) if the termination does cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) 18. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not occur during rescind and comply with a general release of claims agreement in favor of the CIC Protection PeriodCompany and related entities and individuals, nine within the timeframe and in a form to be prescribed by the Company. The severance benefits set forth in clauses (9ii) months and (iii) of base salary, the third sentence hereof shall be paid in equal installments according to the Company’s regular normal payroll schedule over schedule, with the nine first payment to commence within ninety (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (590) days following after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if agreement and the termination does Executive has not occur during rescinded such agreement within the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants rescission period set forth in Sections 6such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable yearevent Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payments described in (i) payment obligations of the preceding sentence shall commence in Company hereunder. Notwithstanding anything herein to the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in contrary, this Section 5(b6(b) or in another section of this Agreement, or except as required by law, all benefits provided shall not apply if Executive’s employment is terminated by the Company to the Executive under this Agreement or otherwise shall cease as a succeeding entity without Cause upon or within one year of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall notat any time during the Term as described in Section 7 hereof. In such case, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, 7 of this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlshall control.

Termination by the Company Without Cause. The This Agreement may be ---------------------------------------- terminated by the Company without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, at in its discretion, and notwithstanding any time other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and without prior written access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with of termination by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling the Company shall, at the election of Employee, either (A) if continue to pay Employee her then effective salary hereunder for twelve (12) months, following the effective date of termination does not occur during the CIC Protection Periodof employment, nine (9) months including 50% of base salary, any bonus paid in equal installments according to Employee with respect to the Company’s regular payroll schedule over calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the nine same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (9determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") months following to the Date extent that such benefits cannot be provided to Employee under the terms of Termination (the “Severance Period”)benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) if the termination occurs during the CIC Protection Periodpay Employee, nine (91) months within fifteen (15) days of base salarytermination, paid in a lump sum within five payment equal to fifty percent (550%) days following of Employee's salary and the release cost of claims specified providing benefits (determined, in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion case of the Annual Bonus for the year in which the Date of Termination occursgroup health benefits, based on the number of full months employed in such fiscal year and actual performance applicable plan's "COBRA cost") hereunder for such year, paid when other senior executives receive their annual bonuses for such year twelve (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (912) months, including 50% of any bonus paid or payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to Employee with respect to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effectivecalendar year immediately preceding termination, and (B2) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five remaining fifty percent (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i50%) of the preceding sentence shall commence amount specified in the second taxable year immediately preceding subsection (and any 1) in three (3) equal monthly installments, with such installment payments that would have been made beginning the month after the month in which payment of the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(boccurs, and (ii) or in another section of this Agreement, or except as required all outstanding stock options held by law, all benefits provided by the Company to the Executive under this Agreement or otherwise Employee shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlbecome fully vested and exercisable.

Termination by the Company Without Cause. The This Agreement may be terminated by the Company without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, at in its discretion, and notwithstanding any time other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and without prior written access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with of termination by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling the Company shall, at the election of Employee, either (A) if continue to pay Employee her then effective salary hereunder for twelve (12) months, following the effective date of termination does not occur during the CIC Protection Periodof employment, nine (9) months including 50% of base salary, any bonus paid in equal installments according to Employee with respect to the Company’s regular payroll schedule over calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the nine same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (9determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") months following to the Date extent that such benefits cannot be provided to Employee under the terms of Termination (the “Severance Period”)benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) if the termination occurs during the CIC Protection Periodpay Employee, nine (91) months within fifteen (15) days of base salarytermination, paid in a lump sum within five payment equal to fifty percent (550%) days following of Employee's salary and the release cost of claims specified providing benefits (determined, in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion case of the Annual Bonus for the year in which the Date of Termination occursgroup health benefits, based on the number of full months employed in such fiscal year and actual performance applicable plan's "COBRA cost") hereunder for such year, paid when other senior executives receive their annual bonuses for such year twelve (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (912) months, including 50% of any bonus paid or payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to Employee with respect to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effectivecalendar year immediately preceding termination, and (B2) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five remaining fifty percent (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i50%) of the preceding sentence shall commence amount specified in the second taxable year immediately preceding subsection (and any 1) in three (3) equal monthly installments, with such installment payments that would have been made beginning the month after the month in which payment of the first taxable year shall be paid in a lump sum at the time payments commence pursuant heretooccurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable. (d). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The Company may, may terminate the Employee’s employment without Cause (as defined below) at any time and without prior during the Employment Period upon written notice, terminate notice to the ExecutiveEmployee provided in accordance with Section 17 below. If the Employee’s employment without Cause. In the event that the Executive’s employment with is terminated as provided in this Section 8.1, the Company is terminated without Causeshall pay to the Employee (a) the Employee’s earned but unpaid salary accrued through the Date of Termination (as defined below), (b) accrued but unpaid vacation time through the Executive shall receive Date of Termination, (c) reimbursement of any properly submitted business expenses incurred by the Accrued Benefits Employee prior to the Date of Termination that are reimbursable under Sections 6.2 or 6.3 above, and (d) any unpaid portion vested benefits and other amounts due to the Employee under any plan, program or policy of the Annual Bonus from a prior year Company (payable when other senior executives receive their annual bonuses for such yeartogether, and in no event later than March 15 all of these benefits shall be referred to as the year following the year for which the Annual Bonus was earned“Accrued Obligations”). In addition, the Executive shall The Accrued Obligations described in clauses (a) – (c) above will be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over Employee as soon as practicable on or after the nine Date of Termination, but in any event within thirty (930) months days following the Date of Termination (the “Severance Period”or such earlier date as may be required by applicable law), or (B) if the termination occurs during the CIC Protection Periodprovided, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as case of reimbursable expenses, that such expenses have been properly substantiated in clause accordance with applicable Company policy within fourteen (ii)(A)), paid in a lump sum within five (514) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) calendar days following the Date of Termination. The Accrued Obligations described in clause (d) above shall be paid to the Employee as such obligations become due to the Employee in accordance with the applicable plan or program. In addition, subject to Sections 8.8 and on such release becoming effective24 below, the Employee’s execution and non-revocation of a binding Release (Bas defined below) in accordance with Section 8.8 below and the ExecutiveEmployee’s continued compliance with the restrictive covenants set forth in Confidentiality Agreement (as defined below) and Sections 69 – 11 below, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the Employee shall be entitled to the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by from the Company (referred to collectively as the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.Severance”):

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate Upon Termination of the Executive’s employment without Cause. In the event that the Executive’s employment with Participant by the Company is terminated or a Subsidiary or Affiliate without CauseCause (other than a Termination under circumstances described in paragraph (b), (c) or (e) of this Section 4 or other than an event described in paragraph (a) of this Section 4), the Executive shall receive the Accrued Benefits and any unpaid Period of Restriction will lapse as to a portion of the Annual Bonus from Restricted Stock Units, determined by multiplying the number of Restricted Stock Units subject to the Award by a prior year fraction, the numerator of which is the number of days you were employed (payable when other senior executives receive their annual bonuses for including the date of such year, Termination) during the full Period of Restriction and in no event later than March 15 the denominator of the year following the year for which the Annual Bonus was earned). In additionnumber of days in the full Period of Restriction, reduced by the Executive number of Restricted Stock Units that have already vested by their terms prior to the date of such Termination, which Restricted Stock Units shall be entitled paid to receive from you in cash based on the Company Fair Market Value of a Share on the following: date of your Termination, (i) severance payments totaling (A) if 50% on the termination does not occur during the CIC Protection Period, nine (9) months date of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of your Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, and (ii) (A) if 50% on the termination does not occur during the CIC Protection Period, a pro rata portion first anniversary of the Annual Bonus for the year in which the Date date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of your Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, (i) Section 15.1(a) of the Plan shall not apply to the Restricted Stock Units to the extent such provision conflicts with this Section 4(d) and (ii) if a Change in Control shall not, standing alone, make the Executive Participant is eligible for any severance benefits Retirement pursuant to paragraph (b) of this Section 4 at the time the Participant otherwise would experience a Termination pursuant to this paragraph (d) of Section 5(b4, the Participant’s Termination shall be deemed a Retirement and the provisions of paragraph (b) with respect to the Restricted Stock Units shall prevail and be given effect. In the event the Participant is eligible for Retirement pursuant to paragraph (b) of this Section 4 at the time the Participant otherwise dies or becomes Disabled pursuant to paragraph (a) of this Section 4 or at the time the Participant otherwise experiences a Termination by the Company for Cause or pursuant to paragraph (c) of this Section 4, such Termination shall not be deemed a Retirement and paragraph (a) or Section 5(c); rather(c) or such Termination for Cause, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlas applicable, shall prevail and be given effect.

Termination by the Company Without Cause. (a) The Company may, Employment Period may be terminated at any time and without prior written notice, terminate by the Executive’s employment Company without Cause. In the event that the Executive’s employment with If the Company is terminated terminates the Employment Period without Cause, the Executive Company shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in have no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, obligation to the Executive shall be entitled to receive from the Company the following: other than (i) severance payments totaling a continuation of his base salary (Aat a rate equal to 100% of the rate in effect at the time of such termination) if the termination does not occur during the CIC Protection Period, nine (9) months for a period of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months two years following the Date date of Termination (termination, payable in accordance with the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months third sentence of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableSection 2.1, (ii) any unpaid Installment Payments, if any, that the Executive would have been entitled to receive pursuant to Section 2.9 above had he remained employed by the Company for two years following the date of termination of employment, (Aiii) the amounts held in the "bank" under the Incentive Plan, if any, shall be paid as soon as practicable following the date of termination does not occur during and the CIC Protection Period, a pro rata portion of the Annual Bonus bonus the Executive would have earned for the year in which of termination under the Date Incentive Plan shall be paid at such time as payments are made under the Incentive Plan generally, if any, and (iv) the Executive shall be eligible to continue to participate for a period of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the one year following the year in which the Date date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in on the same manner terms and conditions as in clause effect prior to such termination in all health, medical, dental and other welfare plans (ii)(A)), paid in a lump sum within five (5"Welfare Plans") days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal provided to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement Executive pursuant to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum Section 2.2 at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits such termination and which are provided by the Company to its employees following the date of termination; provided, however, that such salary and benefit continuation and obligations to make the Installment Payments and the payments under the Incentive Plan shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the covenants contained in Section 6 below; provided further, however, that the Executive's eligibility to participate in the Welfare Plans shall cease at such time as the Executive is offered comparable coverage with a subsequent employer. If the Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide the Executive with benefits that are reasonably equivalent in the aggregate to those which the Executive would have received under this Agreement or otherwise such plan had he been eligible to participate therein. Anything to the contrary herein notwithstanding, the Company shall cease have no obligation to continue to maintain any Welfare Plan solely as a result of the Date provisions of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlAgreement.

Termination by the Company Without Cause. The If, during the Term, the Company may, at any time and without prior written notice, terminate the Executiveterminates Employee’s employment without Cause. In other than for Cause or the event that the Executiveoccurrence of Employee’s employment with the Company is terminated without Causedeath or Disability, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive Employee shall be entitled to continue to receive from the Company the following: (i) severance payments totaling any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such termination, to the extent earned, pro-rated (based on a percentage defined by a fraction, the numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s annual audited financial statements in respect of such fiscal year, and (iii) an amount equal to (I) the lesser of (A) Employee’s Base Salary that would have been paid from the date of effectiveness of such termination through the end of the Term and (B) Employee’s Base Salary in effect as of the date of effectiveness of such termination, or (II) if the termination does not occur during the CIC Protection Periodgreater, nine at least six (96) months of base salaryEmployee’s Base Salary in effect as of the date of effectiveness of such termination (in the case of clause (iii), Employee’s Base Salary will be paid in equal installments according periodic payments which correspond to the Company’s regular payroll schedule over the nine (9periods) months following the Date of Termination (the period during which Employee’s Base Salary will continue as provided in this Clause (iii), the “Severance Post Employment Payment Period”); provided that any payments set out in clauses (i), (ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (57) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in date on which the Date of Termination occurs, based on the number of full months employed in such fiscal year Employee executes and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering delivers to the Company of a general release of all claims substantially in relating to Employee’s employment and termination from employment (the form attached hereto as Exhibit A within forty-five (45“General Release”) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have no further obligations to Employee under this Agreement. Notwithstanding any other provision in this Agreement to the Executive under this Agreement or otherwise shall cease as contrary, by notice to Employee during the Post-Employment Payment Period, the Company may elect to continue to pay Employee’s Base Salary for any additional period ending no later than the second anniversary of the Date effectiveness of Termination in termination of Employee’s employment hereunder by the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination Company without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control(“Continuing Payment Period”).

Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company may, by delivering 30 days prior written notice to Employee, terminate Employee's employment at any time without cause, and without the Employee may, by delivering 30 days prior written noticenotice to the Company, terminate the Executive’s Employee's employment for "Good Reason," as defined below. If such termination without Cause. In the event that the Executive’s employment with the Company is terminated without Causecause or for Good Reason occurs, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive Employee shall be entitled to receive from a lump-sum payment equal to the Company sum of (a) two times the following: sum of (i) severance payments totaling (A) if his Base Salary at the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, then current rate and (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion sum of the Annual Bonus target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the Date termination occurs and (b) if termination occurs in the fourth quarter of Termination occursa calendar year, the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the termination occurs prorated daily based on the number of full months employed days from the beginning of the calendar year in such fiscal year which the termination occurs to and actual performance for such year, paid when other senior executives including the date of termination. Employee shall also receive their annual all earned but unpaid bonuses for such year (and in no event later than March 15 of the year following prior to the year in which the Date termination occurs and shall receive (i) for a period of Termination occurstwo years following termination of employment, continuing coverage and benefits comparable to all life, health and disability insurance plans which the Company from time to time makes available to its management executives and their families, (ii) a lump-sum payment equal to two times the stipulated flexible perquisites amount pursuant to Section 2(d), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal two years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the “COBRA” premium for Executive’s elected coverage as Employee on the date of termination. All unvested stock options held by Employee on the date of the Date termination shall become immediately vested and all restrictions on restricted stock then held by the Employee shall terminate. For purposes of Termination for nine (this Section 5 and Section 9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) provisions of such sections shall not apply to awards under the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control1998 Performance Incentive Compensation Plan.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, at any time and without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice, terminate notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. In the event that Upon any such termination of the Executive’s employment with employment, all obligations of the Company is terminated without Cause, the Executive under this Agreement shall receive the Accrued Benefits thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned)bonus under Section 4. In addition, subject to the Executive shall be entitled signing a general release of claims in a form and manner satisfactory to receive from the Company and the following: lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (912) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following from the Date of Termination (and shall pay to the “Severance Period”), or (B) if Executive in monthly installments over the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment an amount equal to the “COBRA” premium for Executive’s elected coverage as cash bonus, if any, received in respect of the Date of Termination for nine immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (9) months, payable in a lump sum within five (530) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, and on such release becoming effectiveas amended (the “Code”), and each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (B12) months of outplacement support services at a level appropriate for the Executive’s continued compliance title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the restrictive covenants set forth level and type the executive had in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum place at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(bof termination for a period of twelve (12) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of months from the Date of Termination Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months, the executive shall have (6) further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in the event of a termination pursuant order to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive continue coverage that he is eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlunder COBRA provisions.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, at any time and without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice, terminate notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. In the event that Upon any such termination of the Executive’s employment employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, including a mutual obligation of non-disparagement, and the lapse of any statutory revocation period, the Company shall (i) continue to pay the Executive her Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination; (ii) shall pay to the Executive in monthly installments over the next year, an amount equal to the Executive’s cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the Company is terminated first payroll date that begins thirty (30) days after the Date of Termination; (iii) shall pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility; (iv) shall provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination and (v) on or prior to the Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the New Hire Grant. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. Following a termination of the Executive without Cause, the Executive shall continue to be eligible to receive technology incentive compensation payments due under the Accrued Benefits and any unpaid portion provisions of the Annual Bonus from a Technology Development Incentive Plan as such may have been established by the administrator of such plan prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controltermination.

Termination by the Company Without Cause. The Company may, may terminate the Employee’s employment without Cause (as defined below) at any time and without prior during the Employment Period upon written notice, terminate notice to the ExecutiveEmployee provided in accordance with Section 16 below. If the Employee’s employment without Cause. In the event that the Executive’s employment with is terminated as provided in this Section 7.1, the Company is terminated without Causeshall pay to the Employee (a) the Employee’s earned but unpaid salary accrued through the Date of Termination (as defined below), (b) accrued but unpaid vacation time through the Executive shall receive Date of Termination, (c) reimbursement of any properly submitted business expenses incurred by the Accrued Benefits Employee prior to the Date of Termination that are reimbursable under Sections 6.2 or 6.3 above, and (d) any unpaid portion vested benefits and other amounts due to the Employee under any plan, program or policy of the Annual Bonus from a prior year Company (payable when other senior executives receive their annual bonuses for such yeartogether, and in no event later than March 15 all of these benefits shall be referred to as the year following the year for which the Annual Bonus was earned“Accrued Obligations”). In addition, the Executive shall The Accrued Obligations described in clauses (a) – (c) above will be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over Employee as soon as practicable on or after the nine Date of Termination, but in any event within thirty (930) months days following the Date of Termination (the “Severance Period”or such earlier date as may be required by applicable law), or (B) if the termination occurs during the CIC Protection Periodprovided, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as case of reimbursable expenses, that such expenses have been properly substantiated in clause accordance with applicable Company policy within fourteen (ii)(A)), paid in a lump sum within five (514) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) calendar days following the Date of Termination. The Accrued Obligations described in clause (d) above shall be paid to the Employee as such obligations become due to the Employee in accordance with the applicable plan or program. In addition, subject to Sections 7.8 and on such release becoming effective24 below, the Employee’s execution and non-revocation of a binding Release (Bas defined below) in accordance with Section 7.8 below and the ExecutiveEmployee’s continued compliance with the restrictive covenants set forth in Confidentiality Agreement (as defined below) and Sections 68 – 10 below, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the Employee shall be entitled to the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by from the Company (referred to collectively as the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.Severance”):

Termination by the Company Without Cause. The Employee’s employment hereunder may be terminated, without Cause (as defined below) by the Company mayupon seven (7) days written notice to the Employee; provided, at any time and without prior written noticehowever, terminate that if the ExecutiveCompany terminates the Employee’s employment without Cause. In the event that the Executive’s employment with , the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling continue to pay the Employee’s Salary for a period of six (A) if the termination does not occur during the CIC Protection Period, nine (96) months or until such time as the Employee obtains substitute employment at not less than 75% of base salarythe Employee’s Salary hereunder as of the time of termination, paid in equal installments according whichever occurs first; (ii) provide the Employee with health insurance coverage for a period of six (6) months that is the same or substantially similar to that provided to the Company’s regular payroll schedule over Employee while employed by the nine Company at substantially the same cost to the Employee; (9iii) months following pay the Date of Termination (the “Severance Period”)Employee, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following of termination, for all accrued but unused vacation time earned through the release date of claims specified in Exhibit A becoming irrevocabletermination; (iv) pay, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following of termination, the release Employee the pro rata portion of claims specified in Exhibit A becoming irrevocablehis annual Bonus earned through the termination date; and (iiiv) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum pay within five (5) days following of termination all other accrued wages or bonuses including the release balance due on the Promissory Note; (vi) take all necessary and reasonable action, in the ordinary course of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement business, to pay any other accrued employee benefits to the severance payments Employee, in accordance with the Company’s Employee Benefit Plans and benefits as required under applicable state and federal laws; (vii) forfeit the Company’s repurchase rights to all Employee Restricted Stock under Section 3(c)(ii) and upon termination, Employee will become fully vested in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering such Employee Restricted Stock; provided, further, that notwithstanding anything to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants contrary set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (ithis Section 10(a) of the preceding sentence Agreement, the Company and the Employee hereby acknowledge and agree that if the Merger Transaction does not occur as contemplated by the Merger Agreement, the Company shall commence in have the second taxable year (right to terminate the Employee hereunder without cause and without any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in obligation to make any payment required under this Section 5(b10(a)(i) or in another section of this Agreement– (vii), or except as required by law, all benefits provided by the Company upon seven (7) days written notice to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlEmployee.

Termination by the Company Without Cause. The Executive's employment hereunder may be terminated without Cause by the Company may, at any time and without prior upon written notice, terminate notice to the Executive’s , provided, however, that if the Company terminates the Executive's employment without Cause. In , or the Executive terminates his employment for Good Reason, as defined below, the Company shall pay or provide the Executive with: (i) within thirty (30) days following the date of termination, (A) unpaid Salary earned under this Agreement prior to the date of termination and any accrued but unused vacation; (B) any unpaid bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (C) an amount equal to the product of (1) the Executive's Minimum Bonus and (2) a fraction, the numerator of which is the number of days from the commencement of the bonus period or, if later, the commencement of the Executive's employment with the Company, until the Executive's termination of employment and the denominator of which is the total number of days in the bonus period; (D) reimbursement for any unreimbursed business expenses incurred by the Executive through the date of termination; (collectively, (A) through (D), "Accrued Obligations") and (E) a lump sum cash payment equal to the product of (1) one twelfth (1/12th) of the Executive's Salary (or, if improperly reduced, the Salary required to be in effect) and (2) the number of months remaining in the Term or twelve (12) months, whichever is greater; (ii) all stock option or equity grants held by the Executive shall vest in full as of the date of termination so as to become fully exercisable and shall remain exercisable for six (6) months (or the end of scheduled term if sooner) following the date of termination; and (iii) the Company shall provide medical and dental benefits for the Executive (and eligible dependents) under COBRA upon the same terms and conditions in effect on the date of termination for the eighteen (18) month period following the date of termination, provided that, to the extent the Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided hereunder, the Executive shall receive from the Company an additional payment in the amount necessary so that the Executive will have no additional cost for receiving such items or any additional payment, provided that in the event that the Executive’s 's employment with is terminated by the Company is terminated without CauseCause or the Executive resigns for Good Reason during the three-month period immediately following consummation of a Specified Transaction, the Executive shall receive only be entitled to the Accrued Benefits Obligations and shall not be entitled to any unpaid portion additional compensation or benefits or severance payments or benefits hereunder. As a condition of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In additionreceiving severance benefits pursuant to this Agreement, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year execute and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering deliver to the Company prior to his receipt of such benefits a general release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.B.

Termination by the Company Without Cause. The Company may, Employment Period ---------------------------------------- may be terminated at any time and without prior written notice, terminate by the Executive’s employment Company without Cause. In the event that the Executive’s employment with If the Company is terminated terminates the Employment Period without Cause, the Company shall have the following obligations to Executive shall receive the Accrued Benefits and (but excluding any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the obligation to Executive shall be entitled pursuant to receive from the Company the following: this Agreement): (i) severance payments totaling a continuation of his base salary (Aat the rate in effect at the time of such termination) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination for a period (the “"Severance Period”") commencing on the date of termination and ending on the later of (x) the second anniversary of the date of termination and (y) the fifth anniversary of the Effective Time (or such later date to which the Employment Period had been extended), or (B) if payable in accordance with the termination occurs during the CIC Protection Period, nine (9) months third sentence of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableSection 2.1, (ii) (A) if the termination does not occur Executive shall be eligible to continue to participate during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based Severance Period on the number of full months employed in such fiscal year same terms and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments conditions that would have been made applied had he remained in the first taxable year shall be paid employ of the Company during the Severance Period in a lump sum all health, medical, dental and other welfare plans provided to Executive pursuant to Section 2.2 at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits such termination and which are provided by the Company to its employees following the date of termination ("Welfare Plans"), (iii) a bonus equal to the maximum bonus that would have been payable to Executive under this Agreement or otherwise pursuant to Section 2.6 for the fiscal year in which the Employment Period terminates, assuming that the applicable performance goals had been satisfied, and (iv) the New Option shall cease be fully vested and exercisable as of the Date of Termination date on which the Employment Period terminates, and shall remain exercisable as if Executive remained in the employ of the Company during the Severance Period; provided, however, that the continuation of such salary, welfare benefits and New Option exercisability shall end on the occurrence of any circumstance or event of a termination pursuant to this Section 5(b). For the avoidance of doubtthat would constitute Cause, including, without limitation, a Change in Control shall not, standing alone, make breach of the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.covenants contained in

Termination by the Company Without Cause. The Company may, may terminate Employee’s employment under this Agreement without Cause at any time and without prior by giving no less than ninety (90) calendar days’ written noticenotice to Employee. However, terminate the Executive’s employment without Cause. In in the event that the Executiveof Employee’s employment with Separation from Service (as defined in Section 9(a) below) as a result of Employee’s termination by the Company is terminated without Cause, and subject to the Executive shall receive provisions of Section 9 below, the Accrued Benefits Company agrees that it will provide Employee with all accrued compensation, wages and any unpaid portion benefits through the effective date of termination and pay and/or provide to Employee the following: an amount equal to two (2) times Employee’s then-prevailing Base Salary; plus an amount equal to two times the average Annual Bonus from paid to Employee by the Company for the three most recently completed fiscal years in which a prior year (payable when other senior executives receive their annual bonuses for such year, and cash bonus program covering Employee was in no event later than March 15 of the year following the year for which the effect or an Annual Bonus was earned)otherwise paid. In additionFor the avoidance of doubt, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if in the termination does event there are less than three years in which a cash bonus program covering Employee was in effect, the average Annual Bonus shall be determined solely with respect to such lesser number of years, (B) to the extent Employee received no Annual Bonus in a year due to the fact that no bonus targets were set or the Company’s Compensation Committee or Board of Directors did not occur during determine whether the CIC Protection Periodbonus targets had been achieved, nine and not because of a failure to meet applicable performance objectives, such year will not be taken into account in determining the foregoing average, and (9C) to the extent Employee received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the foregoing average; plus twenty-four (24) months of base salary, COBRA premiums for Employee paid in equal installments according for by the Company (with any such payments to be treated as taxable compensation to the Company’s regular payroll schedule over extent necessary to comply with Section 105(h) of the nine Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (9“COBRA”), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus if Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause the portion of such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the six (6) months following the Date effective date of Termination termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Employee The amounts described in paragraphs (1) and (2) shall be paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be made within sixty (60) days following the date of Employee’s Separation from Service and the second installment to be made on the first anniversary Employee’s Separation from Service (the “Severance Period”). For purposes of Section 409A of the Internal Revenue Code of 1986, or as amended (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii“Code”) (A) if the termination does not occur during the CIC Protection Periodincluding, a pro rata portion without limitation, for purposes of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(ATreasury Regulation Section 1.409A-2(b)(2)(iii)), paid in Employee’s right to receive the foregoing installment payments shall be treated as a lump sum within five (5) days following the release right to receive a series of claims specified in Exhibit A becoming irrevocable; separate payments and, accordingly, each installment payment shall at all times be considered a separate and (iii) a cash payment equal distinct payment. Notwithstanding any provision to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) monthscontrary in this Agreement, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year no amount shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For 8(a) unless, on or prior to the avoidance fifty-fifth (55th) day following the date of doubtEmployee’s Separation from Service, a Change Employee has executed an effective waiver and release of claims agreement (the “Release”) in Control shall not, standing alone, make form and substance acceptable to the Executive eligible for Company and any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlapplicable revocation period has expired.

Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company may, at any time and without prior written notice, wishes to terminate the Executive’s employment without Cause. In the event that Employment Period and the Executive’s 's employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give the Executive written notice (the “Termination Notice”) at least 120 days prior to the date of termination set forth in the Termination Notice (the “Termination Date”) stating such intention, (ii) the Employment Period shall terminate on the Termination Date, and (iii) a severance period shall commence upon such Termination Date for a period of 12 months (such period, the “Severance Period”). During the Severance Period, the Executive shall (1) continue to receive the Accrued Benefits Base Salary under Section 3(a) and to be reimbursed for any unpaid portion reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to Annual Incentive Bonuses pursuant to Section 3(b) (which Annual Incentive Bonuses shall be the Annual Incentive Bonuses paid the Executive for the performance period immediately prior to the year in which the Termination Notice is given and paid on the last day of the Annual Bonus from a prior calendar year during the Severance Period) and (payable when other senior executives 3) the Executive and his eligible dependents shall continue to receive their annual bonuses for the welfare and health benefits under Section 3(d) (including any benefits under the Company's long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such yearplans or programs do not permit the Executive and/or his eligible dependents continued participation, and the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in no event later than March 15 of the year following the year for which the Annual Bonus was earned)same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from (x) accelerated vesting upon the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Termination Date of Termination (the “Severance Period”)all outstanding equity awards, with all outstanding stock options or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company stock appreciation rights granted to the Executive under remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination of employment and (z) any other rights, benefits or entitlements in accordance with this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) its subsidiaries or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlaffiliates.

Termination by the Company Without Cause. The Company may, Employment Period ---------------------------------------- may be terminated at any time and without prior written notice, terminate by the Executive’s employment Company without Cause. In the event that the Executive’s employment with If the Company is terminated terminates the Employment Period without Cause, the Company shall have the following obligations to Executive shall receive the Accrued Benefits and (but excluding any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the obligation to Executive shall be entitled pursuant to receive from the Company the following: this Agreement): (i) severance payments totaling a continuation of his base salary (Aat the rate in effect at the time of such termination) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination for a period (the “"Severance Period”") commencing on the date of termination and ending on the later of (x) the second anniversary of the date of termination and (y) the fifth anniversary of the Effective Time (or such later date to which the Employment Period had been extended), or (B) if payable in accordance with the termination occurs during the CIC Protection Period, nine (9) months third sentence of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableSection 2.1, (ii) (A) if the termination does not occur Executive shall be eligible to continue to participate during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based Severance Period on the number of full months employed in such fiscal year same terms and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments conditions that would have been made applied had he remained in the first taxable year shall be paid employ of the Company during the Severance Period in a lump sum all health, medical, dental and other welfare plans provided to Executive pursuant to Section 2.2 at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits such termination and which are provided by the Company to its employees following the Executive under this Agreement or otherwise date of termination ("Welfare Plans") and (iii) the New Option shall cease be fully vested and exercisable as of the Date of Termination date on which the Employment Period terminates, and shall remain exercisable as if Executive remained in the employ of the Company during the Severance Period; provided, however, that the continuation of such salary, welfare benefits and New Option exercisability shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the covenants contained in Section 6 below; provided further, however, that Executive's eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a termination pursuant subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein. Anything to the contrary herein notwithstanding in Section 5.2 or this Section 5(b). For 5.3, the avoidance Company shall have no obligation to continue to maintain any Welfare Plan solely as a result of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to provisions of this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlAgreement.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company may, at any time wishes to terminate the Employment Period and without prior written notice, terminate the Executive’s employment without Cause. In hereunder (including by not extending the event that the Executive’s employment with term of this Agreement pursuant to Section 1(c)), (i) the Company is terminated without Causeshall give notice (the “Termination Notice”) to the Executive stating such intention, (ii) the Employment Period shall terminate on the date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of twenty-four months (such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Accrued Benefits and any unpaid portion of Base Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the Annual Bonus from a bonus paid the Executive for the performance period immediately prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of to the year following the year for in which the Annual Bonus was earned)Termination Notice is given but not greater than 33.3% of Base Salary) and the Executive and his eligible dependents shall continue to receive the welfare benefits under Section 3(d) (including any benefits under the Company’s long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to receive from the Company the following: (ix) severance payments totaling (A) if the termination does not occur during the CIC Protection Periodpayment of any earned but unpaid amounts, nine (9) months of base salary, paid in equal installments according including bonuses for performance periods that ended prior to the Company’s regular payroll schedule over the nine (9) months following the Termination Date of Termination (the “Severance Period”)and any unreimbursed business expenses, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid with such payment made in a lump sum within five (5) days following the release of claims specified accordance with Company practices in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based effect on the number date of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 his termination of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effectiveemployment, and (By) the Executive’s continued compliance any other rights, benefits or entitlements in accordance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) its subsidiaries or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlaffiliates.

Termination by the Company Without Cause. The Company may, may terminate Employee’s employment at any time and without prior written notice, terminate the Executive’s employment without Cause, by providing Employee thirty (30) days written notice of such termination. Employee may elect to receive pay in lieu of notice for all or any portion of this notice period. In the event that the ExecutiveEmployee’s employment with is terminated by the Company is terminated without CauseCause (other than due to death or Disability), the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive Employee shall be entitled to receive from the Company the followingto: (i) severance payments totaling (A) if the Accrued Obligations, each to be paid at the same time it would otherwise have been paid to Employee had no such termination does not occur during occurred, through the CIC Protection Period, nine (9) months effective date of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, termination; (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (Aiii) if the termination does not occur during the CIC Protection Period, a pro rata prorated portion of the target Annual Bonus for the year in which such termination occurs pursuant to the Date terms of Termination occursSection 3.3 above (or such larger amount to which Employee would be entitled under Section 3.3 above); (iv) the payments and other benefits provided for in Section 3.6 above pursuant to the terms thereof; and, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (Bv) if the such termination without Cause occurs during the CIC Protection Periodninety-day period prior to the Transaction, a pro rata Target Bonus (with the proration determined minimum Transaction bonus amount provided for in the same manner as in clause (ii)(A)), Section 3.6(a) paid in a lump single lump-sum within five on the later to occur of (5x) days following the release sixty-day anniversary of claims specified in Exhibit A becoming irrevocable; the such date of termination and (iiiy) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as date of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableTransaction. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto Except as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in this Section 5.4 and Sections 63.6(b), 7 5.1 and 8; provided, that if such forty-five (45) day period begins in one taxable year 5.5 and ends as set forth in the following taxable yeargrant agreements, as amended, for the Pre-2020 Equity, the payments described in (i) of the preceding sentence shall commence in the second taxable year (2020 Equity and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) stock options or in another section of this Agreement, or except as required by law, all benefits provided restricted stock granted hereinafter by the Company to Employee, following termination of Employee’s employment with the Executive Company hereunder by the Company without Cause, Employee shall have no further rights to any compensation or compensatory benefits under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlAgreement.

Termination by the Company Without Cause. The This Agreement may be terminated by the Company without Cause upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, at in its discretion, and notwithstanding any time other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and without prior written access to confidential information, provided that the effective date of termination shall be a mutually-agreed date, but not earlier than the 90th day following the Company's delivery of such notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with of termination by the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling the Company shall, at the election of Employee, either (A) if continue to pay Employee his then effective salary hereunder for twelve (12) months, following the effective date of termination does not occur during the CIC Protection Periodof employment, nine (9) months including 50% of base salary, any bonus paid in equal installments according to Employee with respect to the Company’s regular payroll schedule over calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the nine same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (9determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") months following to the Date extent that such benefits cannot be provided to Employee under the terms of Termination (the “Severance Period”)benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) if the termination occurs during the CIC Protection Periodpay Employee, nine (91) months within fifteen (15) days of base salarytermination, paid in a lump sum within five payment equal to fifty percent (550%) days following of Employee's salary and the release cost of claims specified providing benefits (determined, in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion case of the Annual Bonus for the year in which the Date of Termination occursgroup health benefits, based on the number of full months employed in such fiscal year and actual performance applicable plan's "COBRA cost") hereunder for such year, paid when other senior executives receive their annual bonuses for such year twelve (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (912) months, including 50% of any bonus paid or payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to Employee with respect to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effectivecalendar year immediately preceding termination, and (B2) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five remaining fifty percent (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i50%) of the preceding sentence shall commence amount specified in the second taxable year immediately preceding subsection (and any 1) in three (3) equal monthly installments, with such installment payments that would have been made beginning the month after the month in which payment of the first taxable year shall be paid in a lump sum at the time payments commence pursuant heretooccurs, and (ii) all outstanding stock options held by Employee shall become fully vested and exercisable. (d). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The Executive’s employment with the Company may, may be terminated at any time and by the Company without Cause upon prior written notice, terminate . Subject to the Executive’s employment continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 24-month period commencing on the date of termination shall vest and become exercisable; provided that if the Executive’s termination occurs during the 24-month period following a “change of control” (as defined in the Equity Plan), in lieu of the preceding vesting acceleration, all outstanding stock options that vest based solely on the passage of time shall immediately vest and become exercisable as of the date of the Executive’s termination, consistent with a “qualifying termination” as set forth in Section 4.4.1.2 of the Equity Plan; and (vi) the benefits triggered by a termination without CauseCause under Sections 4.4.2.3 and 4.5 of the Equity Plan, providing for accelerated vesting of stock options with performance-based vesting based on the vesting schedule for liquidity events on or after November 19, 2012 and a 12-month post-termination exercise period for all vested stock options, respectively. In the event that the Executive’s employment with Executive is eligible to receive the Company is terminated without Causeseverance benefits provided for by this Section 4.4, the Executive shall not be eligible to receive the Accrued Benefits and severance benefits under any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such yearCompany plan, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned)policy, or agreement. In addition, the Executive shall be entitled to receive from right under Section 8.01 of the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection PeriodAmended and Restated Exempted Limited Partnership Agreement of Skype Management, nine (9) months of base salaryL.P., paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination dated September 22, 2010 (the “Severance PeriodManagement Partnership Agreement”), to repurchase ordinary shares subject to the time-based stock options and the performance-based stock options (but there is no right at all to repurchase the co-invest stock option or any co-invest shares except as provided in Section 8.01(a) of the Management Partnership Agreement) (Bthe “Repurchase Right”) if the termination occurs during the CIC Protection Period, nine 12-month period following the date of termination will be suspended and deferred until the 12-month period commencing on the first anniversary of the date of termination so long as the Executive (9x) months of base salary, paid reasonably cooperates with the Parent in facilitating the Parent’s transition to a new chief financial officer and (y) does not engage in any conduct intended or that a reasonable person in a lump sum within five like position and under like circumstances could expect to cause meaningful harm to the Parent and its subsidiaries (5the obligations in subsections (x) days and (y) shall collectively be referred herein as the “Conditions”). In the event that the Executive materially violates the Condition in subsection (x) or violates the Condition in subsection (y), then the Repurchase Right shall be exercisable during the 12-month period following the release of claims specified in Exhibit A becoming irrevocabledate the Executive receives such written notice that the Executive has materially violated or violated the Conditions, (ii) (A) if as the termination does not occur during case may be. To the CIC Protection Period, a pro rata portion extent that any material violation of the Annual Bonus for Condition in subsection (x) is reasonably curable in the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 good faith discretion of the year following Parent’s Board, the year in which Parent’s Board shall give the Date Executive the opportunity to cure such material violation. Notwithstanding anything else herein, no violation of Termination occurs), or subsection (By) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement Conditions shall be deemed to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering have occurred with respect to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with any matters covered by the restrictive covenants and post-termination obligations described in Sections 5.1 through 5.6 of the Employment Agreement unless the Executive has materially violated the terms thereof during the applicable coverage period of such restrictive covenant or post-termination obligation. The Repurchase Right will remain subject to all of the terms and conditions set forth in Sections 6the Management Partnership Agreement, 7 and 8; provided, including that if such forty-five it may not be exercised after an “initial public offering” or a “change of control” (45) day period begins in one taxable year and ends each as defined in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant heretoManagement Partnership Agreement). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The Company may, at any time and without may ---------------------------------------- terminate the Employment Period upon thirty (30) days' prior written notice to Executive for any reason other than the reasons specified in Sections 8.2, 8.3 and 8.4. Upon termination of the Employment Period pursuant to this Section 8.1, neither the Company on the one hand, nor Executive, on the other hand, will have any liability or obligations to the other in respect of this Agreement, except that (A) for the one-year period following the date of such notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: continue to (i) severance receive the Base Salary then in effect and (ii) to the extent permitted by such plans, participate in the employee benefit plans maintained by the Company in which Executive participated as of the date or such notice, or, to the extent not permitted by such plans, receive equivalent benefits or cash payments totaling on an individual basis, (B) in addition to options or shares that are vested through the date of termination of the Employment Period, all of the remaining unvested options or shares as of the date of termination of the Employment Period (such number of options or shares hereinafter referred to as the Severance Shares") shall immediately vest, ---------------- notwithstanding anything to the contrary in any other agreement between Executive and the Company and (C) Executive shall continue to be entitled to the Guarantee Payment set forth in Section 4.4. Executive agrees that the right to receive the benefits described in this Section 8.1 shall be full and adequate compensation to Executive for all damages Executive may suffer as a result of termination of his employment by the Company pursuant to this Section 8.1. Notwithstanding anything contained herein to the contrary: (A) if the Company's obligations under this Section 8.1 shall be subject to Executive having executed and delivered an instrument to the Company irrevocably waiving and releasing the Company from any and all obligations or liabilities to Executive arising from or in connection with Executive's employment with the Company or the termination does not occur during and claims Executive may have under federal, state or local statutes, regulations or ordinances or under any common law principles or breach of contract or the CIC Protection Periodcovenant of good faith and fair dealing, nine (9) months defamation, wrongful discharge, intentional infliction of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination emotional distress or promissory estoppel (the “Severance Period”"Release and Waiver"), or ; and (B) if the termination occurs during Company does not make the CIC Protection Periodpayment ------------------ described in this Section 8.1, nine (9) months of base salaryExecutive shall be released from Executive's obligations under Sections 7.1 and 7.2 to the Company; provided, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocablehowever, (ii) (A) that -------- ------- Executive shall not be released if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus sole reason for the year in which the Date of Termination occurs, based on the number of full months employed in Company's failure to make such fiscal year payment is Executive's failure to execute and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering deliver to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, Release and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlWaiver.

Termination by the Company Without Cause. The Company may, at any time and without may ---------------------------------------- terminate the Employment Period upon thirty (30) days' prior written notice to Executive for any reason other than the reasons specified in Sections 8.2, 8.3 and 8.4. Upon termination of the Employment Period pursuant to this Section 8.1, neither the Company on the one hand, nor Executive, on the other hand, will have any liability or obligations to the other in respect of this Agreement, except that (A) for the one-year period following the date of such notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: continue to (i) severance receive the Base Salary then in effect and (ii) to the extent permitted by such plans, participate in the employee benefit plans maintained by the Company in which Executive participated as of the date of such notice, or, to the extent not permitted by such plans, receive equivalent benefits or cash payments totaling on an individual basis, (B) in addition to options or shares that are vested through the date of termination of the Employment Period, all of the remaining unvested options or shares as of the date of termination of the Employment Period (such number of options or shares hereinafter referred to as the "Severance Shares") shall immediately vest, ---------------- notwithstanding anything to the contrary in any other agreement between Executive and the Company and (C) Executive shall continue to be entitled to the Guarantee Payment set forth in Section 4.4. Executive agrees that the right to receive the benefits described in this Section 8.1 shall be full and adequate compensation to Executive for all damages Executive may suffer as a result of termination of his employment by the Company pursuant to this Section 8.1. Notwithstanding anything contained herein to the contrary: (A) if the Company's obligations under this Section 8.1 shall be subject to Executive having executed and delivered an instrument to the Company irrevocably waiving and releasing the Company from any and all obligations or liabilities to Executive arising from or in connection with Executive's employment with the Company or the termination does not occur during and claims Executive may have under federal, state or local statutes, regulations or ordinances or under any common law principles or breach of contract or the CIC Protection Periodcovenant of good faith and fair dealing, nine (9) months defamation, wrongful discharge, intentional infliction of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination emotional distress or promissory estoppel (the “Severance Period”"Release and Waiver"), or ; and (B) if the termination occurs during Company does not make the CIC Protection Periodpayment ------------------ described in this Section 8.1, nine (9) months of base salaryExecutive shall be released from Executive's obligations under Sections 7.1 and 7.2 to the Company; provided, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocablehowever, (ii) (A) that -------- ------- Executive shall not be so released if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus sole reason for the year in which the Date of Termination occurs, based on the number of full months employed in Company's failure to make such fiscal year payment is Executive's failure to execute and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering deliver to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, Release and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlWaiver.

Termination by the Company Without Cause. The If, during the Term, the Company may, at any time and without prior written notice, terminate the Executiveterminates Employee’s employment without Cause. In other than for Cause or the event that the Executiveoccurrence of Employee’s employment with the Company is terminated without Causedeath or Disability, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive Employee shall be entitled to continue to receive from the Company the following: (i) severance payments totaling any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such termination, to the extent earned, pro-rated (based on a percentage defined by a fraction, the numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s annual audited financial statements, and (iii) an amount equal to (I) the lesser of (A) Employee’s Base Salary that would have been paid from the date of effectiveness of such termination through the end of the Term or (B) Employee’s Base Salary in effect as of the date of effectiveness of such termination, or (II) if the termination does not occur during the CIC Protection Periodgreater, nine at least six (96) months of base salaryEmployee’s Base Salary in effect as of the date of effectiveness of such termination (in the case of clause (iii), Employee’s Base Salary will be paid in equal installments according periodic payments which correspond to the Company’s regular payroll schedule over the nine periods); provided that any payments set out in clauses (9) months following the Date of Termination (the “Severance Period”i), (ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings,. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (57) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in date on which the Date of Termination occurs, based on the number of full months employed in such fiscal year Employee executes and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering delivers to the Company of a general release of all claims substantially in relating to Employee’s employment and termination from employment (the form attached hereto as Exhibit A within forty-five (45“General Release”) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Executive Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b6(c) or Section 5(c); rather, otherwise. The Company shall have no further obligations to Employee under this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in ControlAgreement.

Termination by the Company Without Cause. (a) The Company may, at any time shall have the right to terminate this Agreement and without prior written notice, terminate the ExecutiveEmployee’s employment without Causecause upon 10 days’ written notice to Employee. If the Company terminates this Agreement and Employee’s employment without cause pursuant to this Section 2.3, (a) Employee shall receive in a single lump sum within 60 (sixty) days after the date of termination an amount equal to the Base Compensation, as that term is defined in Section 3.1 of this Agreement, Employee would have received for the remainder of the then current term of this Agreement had Employee not been terminated, and (b) for the remainder of such term Employee shall be entitled to continue pre-existing coverage for Employee and any dependents under any applicable medical plans described in Section 3.4 of this Agreement as long as Employee continues to make the same monthly payments and copayments which would have been applicable if Employee’s employment had not been terminated; provided that any payments or benefits under this Section 2.3(a) shall be contingent upon Employee executing a general release of all claims in favor of the Company in a form acceptable to the Company, which release shall be provided to Employee within ten (10) business days following Employee’s termination of employment, and which must be executed by Employee and become effective (and no longer subject to revocation) within sixty (60) days following Employee’s termination of employment (or such shorter period of time as the Company may determine). Following the date of termination of employment, Employee shall not receive any further compensation pursuant to Sections 3.2, 3.3 or the non-medical benefits described in Section 3.4 of this Agreement except as required by the terms of such benefit plans. In the event of termination without cause, Employee acknowledges that the Executive’s employment with Company shall have no liability to Employee whatsoever other than its obligation to make the Company is terminated without Cause, lump sum payment described above and to provide continuation of coverage under any applicable medical plans for the Executive shall receive the Accrued Benefits and any unpaid portion remainder of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section then current term of this Agreement, or except and subsequently to provide Employee with medical benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 as required by law, all amended (“COBRA”) and other benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a Employee may be entitled under the terms of any benefit plan or arrangement in accordance with the terms thereof notwithstanding termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlof Employee’s employment.

Termination by the Company Without Cause. The Executive’s employment with the Company may, may be terminated at any time and by the Company without Cause upon prior written notice, terminate . Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to one and one half times (or, if the Executive’s date of termination occurs prior to May 19, 2012, three times) the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; and (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) within 30 days following the Executive’s payment thereof, subject to Section 8.2 hereof; 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 without Causethat offers group health benefits, such reimbursement by the Company under this Section 4.4(v) shall immediately cease. In the event that the Executive’s employment with Executive is eligible to receive the Company is terminated without Causeseverance benefits provided for by this Section 4.4, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall not be entitled eligible to receive from the severance benefits under any other Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Periodplan, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”)policy, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlagreement.

Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company may, at any time and without “Cause” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice, terminate notice to the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. In the event that Upon any such termination of the Executive’s employment with employment, all obligations of the Company is terminated without Cause, the Executive under this Agreement shall receive the Accrued Benefits thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned)bonus under Section 4. In addition, subject to the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months signing a general release of base salary, paid claims in equal installments according a form and manner satisfactory to the Company’s regular payroll schedule over , including a mutual obligation of non-disparagement, and the nine lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (912) months following from the Date of Termination (and shall pay to the “Severance Period”), or (B) if Executive in monthly installments over the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment an amount equal to the “COBRA” premium for Executive’s elected coverage as cash bonus, if any, received in respect of the Date of Termination for nine immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (9) months, payable in a lump sum within five (530) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, and on such release becoming effectiveas amended (the “Code”), and each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (B12) months of outplacement support services at a level appropriate for the Executive’s continued compliance title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the restrictive covenants set forth level and type the executive had in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum place at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(bof termination for a period of twelve (12) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of months from the Date of Termination Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months, the executive shall have (6) further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in the event of a termination pursuant order to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive continue coverage that he is eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlunder COBRA provisions.

Termination by the Company Without Cause. The Executive’s employment with the Company may, may be terminated at any time and by the Company without Cause upon prior written notice, terminate . Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to one and one half times (or, if the Executive’s date of termination occurs prior to May 19, 2012, three times) the sum of (x) the Executive’s annual Base Salary (as in effect as of the date of termination) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; and (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the -5- difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) within 30 days following the Executive’s payment thereof, subject to Section 8.2 hereof; 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 without Causethat offers group health benefits, such reimbursement by the Company under this Section 4.4(v) shall immediately cease. In the event that the Executive’s employment with Executive is eligible to receive the Company is terminated without Causeseverance benefits provided for by this Section 4.4, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall not be entitled eligible to receive from the severance benefits under any other Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Periodplan, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”)policy, or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlagreement.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without CauseCause during the Employment Period, the Executive shall receive the Accrued Benefits and any unpaid portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection PeriodPeriod (as defined below), nine eighteen (918) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine eighteen (918) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine twenty-four (924) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine eighteen (918) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Control.

Termination by the Company Without Cause. The Company mayshall have the right, at any time and without prior written noticeduring the Term, to terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall receive be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the Accrued Benefits effective date of termination, and any unpaid portion bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Annual Bonus from Executive’s Base Salary multiplied by a prior fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (payable when other senior executives receive their annual bonuses ii) severance in an amount equal to Executive’s then current Base Salary for such yeara period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by (B) 18. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to her receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in no event later than March 15 favor of the year following Company and related entities and individuals, within the year for which timeframe and in a form to be prescribed by the Annual Bonus was earned)Company. In addition, the Executive shall be entitled to receive from the Company the following: The amount described in clause (i) of the third sentence of this paragraph shall be paid within ninety (90) calendar days after the date of Executive’s termination of employment, and the severance payments totaling benefits described in clauses (Aii) if and (iii) of the termination does not occur during the CIC Protection Period, nine (9) months third sentence of base salary, this paragraph shall be paid in equal installments according to the Company’s regular normal payroll schedule over schedule, with the nine first payment to commence within ninety (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (590) days following after the date of Executive’s termination of employment, provided that, in each case, the Company has received the signed general release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if agreement and Executive has not rescinded such agreement within the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants rescission period set forth in Sections 6such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable yearevent Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payments described in (i) payment obligations of the preceding sentence shall commence in Company hereunder. Notwithstanding anything herein to the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in contrary, this Section 5(b6(b) or in another section of this Agreement, or except as required by law, all benefits provided shall not apply if Executive’s employment is terminated by the Company to or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Executive under Term as described in Section 7 hereof. In such case, Section 7 of this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlcontrol.

Termination by the Company Without Cause. The At any time, the Company may, at any time in its sole and without prior written noticeabsolute discretion, terminate the Executive’s Employee's employment with the Company (the actual date of termination being referred to as the "Termination Date") without Causecause, by providing written notice thereof to the Employee ("Termination Notice") at least ten days (10) prior to the Termination Date. In the event that of termination of the Executive’s Employee's employment with pursuant to this Section, the Company is terminated without Causeshall continue to pay to the Employee the Employee’s then current annual salary, in no cases less than $12,500 per month, throughout such ten-day (10) notice period and shall pay the Executive shall receive Employee as compensation for loss of office (a) six (6) months base salary at the Accrued Benefits and any unpaid Employee’s then current salary in equal bi-weekly installments over the six (6) month period following the Termination Date (provided however, that if payments under the Employee's Key Employee Agreement are triggered based on such termination, no such payments will be due hereunder) , (b) a pro-rated portion of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses bonus the Employee was eligible for, if any, for such year, and in no event later than March 15 of the year following the year for which the Annual Bonus was earned). In addition, the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata completed portion of the Annual Bonus for the any fiscal year in which the Termination Date of Termination occursoccurs (payable whether or not compensation is due under the Key Employee Agreement for such termination, and based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 relevant portion of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments bonus that would have been made in earned, if any, had the first taxable Employee remained employed through the fiscal year shall be paid in a lump sum and payable at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(bpayable were the Employee to have remained employed) or in another section of this Agreement, or except as required by law, and (c) all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease vacation accrued as of the Termination Date of Termination calculated in accordance with Section 1.2.4. Upon receipt by the event Employee of a termination Termination Notice pursuant to this Section 5(b). For 4.2, (a) the avoidance Employee shall assist the Company in good faith to effect a smooth transition, and (b) the Company may request the Employee to vacate the premises owned by the Company and used in connection with the Business within a reasonable time, provided that the obligation of doubt, a Change in Control shall not, standing alone, the Company to make payments to the Executive eligible for any severance benefits Employee pursuant to this Section 5(b) or Section 5(c); rather, 4.2 and the other provisions of this Agreement includes a “double-trigger” shall not be affected. Amounts payable pursuant to clauses (a) and (b) of this Section 4.2 shall be payable only following the delivery to the Company by the Employee of a duly executed release, in form and substance acceptable to the Company, of all claims the Employee may have against the Company, which a termination without Cause or a resignation for Good Reason release is a prerequisite for any such benefits following a Change in Controlno longer subject to revocation.

Termination by the Company Without Cause. The Company mayshall have the right, at any time and without prior written noticetime, to terminate the Executive’s employment without Cause. In the event that the ExecutiveEmployee’s employment with the Company is terminated without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Executive Company’s obligation to the Employee shall receive be limited solely to (i) unpaid base salary accrued up to the Accrued Benefits effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid portion bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company or an affiliate or subsidiary thereof for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the Annual Bonus from a prior year post-employment payments and benefits under this Section 2(b) (payable when other senior executives receive their annual bonuses for such yearthan the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than March 15 the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the year following the year for which the Annual Bonus was earned). In addition, the Executive second sentence of this paragraph shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s regular normal payroll schedule over schedule, with the nine (9) months first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the Date effective date of Termination (termination; provided, however, that the “Severance Period”), or (B) if the termination occurs first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) 30 days following the release effective date of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b)termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Control shall notSection 3 of this Agreement. In such case, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, 3 of this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlshall control.

Termination by the Company Without Cause. The Company mayshall have the right, at any time and without prior written noticeduring the Term, to terminate the Executive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall receive be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the Accrued Benefits effective date of termination, and any unpaid portion bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Annual Bonus from Executive’s Base Salary multiplied by a prior fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (payable ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when other senior executives receive their annual bonuses for such yearthe premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to her receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in no event later than March 15 favor of the year following Company and related entities and individuals, within the year for which timeframe and in a form to be prescribed by the Annual Bonus was earned)Company. In addition, the Executive shall be entitled to receive from the Company the following: The amount described in clause (i) of the second sentence of this paragraph shall be paid within ninety (90) calendar days after the date of Executive’s termination of employment, and the severance payments totaling described in clause (Aii) if of the termination does not occur during the CIC Protection Period, nine (9) months second sentence of base salary, this paragraph shall be paid in equal installments according to the Company’s regular normal payroll schedule over schedule, the nine first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (590) days following after the date of Executive’s termination of employment, provided that, in each case, the Company has received the signed general release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if agreement and Executive has not rescinded such agreement within the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants rescission period set forth in Sections 6such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable yearevent Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payments described in (i) payment obligations of the preceding sentence shall commence in Company hereunder. Notwithstanding anything herein to the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in contrary, this Section 5(b6(b) or in another section of this Agreement, or except as required by law, all benefits provided shall not apply if Executive’s employment is terminated by the Company to or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Executive under Term as described in Section 7 hereof. In such case, Section 7 of this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlcontrol.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, shall have the right to terminate the Executive’s employment without Cause. In Cause by giving Executive not less than sixty (60) days’ prior written notice and in such event, the event that Company shall pay Executive (i) any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination and (ii) subject to the provisions of Sections 14 and 26 below, an amount equal to Executive’s employment with Base Salary (as determined on the Company is terminated without Cause, date of termination) that would be payable for the Executive shall receive remaining months in the Accrued Benefits and any unpaid portion Employment Period to be paid pursuant to the Company’s standard payroll practices over the remaining term of the Annual Bonus from a prior year (payable when other senior executives receive their annual bonuses for such yearEmployment Period, less applicable taxes and in no event later than March 15 of the year following the year for which the Annual Bonus was earned)deductions. In addition, in the Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according event that this Agreement is terminated pursuant to the Company’s regular payroll schedule over the nine (9) months following the Date provisions of Termination (the “Severance Period”this Section 5(b), or then the Company, in its sole discretion, shall either elect (Bx) if the termination occurs during the CIC Protection Period, nine by providing written notice to Executive within ten (910) months of base salary, paid in a lump sum within five (5) business days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for last day of the year calendar month in which the Date effective date of Termination such termination occurs, based that the provisions of Section 8(a) (other than the provisions of Section 8(a)(i)(B) relating to competing for or soliciting Business from any customer of the Company, the DMV Portfolio or the TCV Entities and Section 8(a)(i)(C) relating to the use of Confidential Information of the Company, the DMV Portfolio or the TCV Entities) shall expire on the number effective date of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to this Section 5(b); or (y) subject to the provisions of Sections 14 and 26 below, within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, pay Executive an amount equal to the Severance Amount (as defined in Exhibit F). The Company acknowledges Executive’s preference to be paid the Severance Amount. The disposition of any PBRSUs and TBRSUs awarded to Executive prior to the date of termination shall be as set forth on Exhibit D. For the avoidance purposes of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); ratherand 5(f) only, this Agreement includes a “double-triggercustomer” pursuant shall mean any person or entity that is or was at any time during the Employment Period a current, past, prospective or targeted customer of the Company, the DMV Portfolio or the TCV Entities; provided, that a customer shall not include any natural person or any person or entity that placed or contemplated placing a classified advertisement with the Company, the DMV Portfolio or the TCV Entities. Within fifteen (15) business days of the last day of the calendar month in which the termination occurs, the Company shall deliver to which Executive a list of all such customers as of the effective date of the termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlof Executive’s employment with the Company.

Termination by the Company Without Cause. The Company may, at any time and without prior written notice, may terminate the Executive’s services hereunder without Cause at any time by giving the Executive not less than ninety days’ prior written notice of termination. In such event, the Executive’s employment without Causehereunder shall terminate on the effective date specified in the notice. At any time during the notice period, the Company may relieve the Executive, or the Executive may surrender and thereupon be relieved of, his day-to-day duties as President, Chief Executive Officer and Chairman of the Board of the Company, provided that the Executive’s compensation hereunder shall continue through the effective date of termination. In the event that the Executive’s employment with services hereunder are terminated by the Company is terminated without Cause, provided that the Executive shall receive the Accrued Benefits enters into a Separation Agreement and any unpaid portion Release of the Annual Company and related parties substantially similar to the form attached hereto as Exhibit A (which shall be executed, delivered and no longer subject to revocation, if applicable, within sixty (60) days following such termination), the Company shall: (i) pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus two (2) times the greater of (x) his Performance Bonus from a prior target for the year in which such termination occurs and (payable when other senior executives receive their annual bonuses y) the average of his actual Performance Bonus earned for the two years immediately preceding the year in which such yeartermination occurs, and in no event later than March 15 (ii) subject to the Executive’s timely election pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and the Executive’s continued copayment of the year applicable premiums at the active employee rates, provide the benefits set forth in Section 3(d) hereof then provided to the Executive for a period of twenty-four (24) months following the year for which Executive’s termination pursuant to this Section 4(e), provided that, to the Annual Bonus was earned)extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive a reasonably equivalent value to such benefits in cash on the same schedule as such benefits otherwise would have been provided had such continuation been permitted during the twenty-four (24)-month period following such termination. The entire amount payable under subsection (i) above shall be paid to the Executive in one lump sum payment on the sixtieth (60th) day after the effective date of termination. In addition, the Executive shall be entitled to receive from deemed fully vested, as of the Company effective date of such termination, in all accrued benefits under all retirement plans for which the following: (i) severance payments totaling (A) Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the termination does not occur during Executive were credited, as of the CIC Protection Periodeffective date of termination, nine (9) months with two additional years of base salary, paid in equal installments according age and/or service to the Company. Further, the Company shall reimburse the Executive for any amounts then due pursuant to Section 3(e) hereof and shall pay the Executive’s regular payroll schedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual unpaid Performance Bonus for the year preceding the year in which the Date Executive’s termination occurs if then due and owing in accordance with the provisions of Termination occursSection 3(b) hereof, based on and the number Executive shall have 90 days from the date of full months employed in delivery of such fiscal year termination notice to exercise any vested and actual performance for such year, paid when other senior executives receive their annual bonuses for such year exercisable options (and but in no event later than March 15 may such exercise occur beyond the original expiration date of such options) the year following the year Company’s equity plans then in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the “COBRA” premium for Executive’s elected coverage as of the Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocableeffect. The Executive’s entitlement to the severance payments Executive and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Terminationhis beneficiaries, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company entitled to the Executive no other compensation under this Agreement following, or otherwise shall cease as of the Date of Termination in the event of a result of, a termination pursuant to this Section 5(b). For the avoidance of doubt, a Change in Control shall not, standing alone, make the Executive eligible for any severance benefits pursuant to this Section 5(b) or Section 5(c); rather, this Agreement includes a “double-trigger” pursuant to which a termination without Cause or a resignation for Good Reason is a prerequisite for any such benefits following a Change in Controlunder these circumstances.