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

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (9) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month one year period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine twelve (912) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine six (96) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine six (96) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s ' s employment with under this Agreement is terminated by the Company is terminated without Cause or the Executive resigns for Good Reason Reason, then, in addition to the amounts described in Section 4.5.1 , and conditioned upon Executive executing and not revoking the Release within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive' s Base Salary (at the rate in effect as defined below)of the termination) for a period of (A) six (6) months if the termination occurs within two (2) years following the Effective Date, then or (B) twelve (12) months if the termination occurs more than two (2) years following the Effective Date, in either case beginning on the sixtieth (60th) day following the termination of Executive' s employment with the Company; (ii) Executive shall be entitled to a pro-rata share of the Annual Milestone Bonus for the year in which the termination occurred, to be paid when and if such Annual Milestone Bonus would have been paid under this Agreement; and (iii) if Executive timely elects continued health insurance coverage under COBRA, the Company shall pay the entire premium necessary to continue such coverage for Executive any earned but unpaid and Executive's eligible dependents until the conclusion of the time when Executive is receiving continuation of Base Salary and unused vacation accrued (if applicable) through the date of terminationpayments or until Executive becomes eligible for group health insurance coverage under another employer's plan, at the rates then in effect, less standard deductions and withholdingswhichever occurs first. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s The Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (9) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date standard payroll deductions and the first payment date in accordance with payroll practices withholdings and will be included made on the Company's regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first paymentpayroll period that follows such effective date.

Termination Without Cause or Resignation for Good Reason. If the at any time Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as both are defined below), then the Company shall pay the Executive any earned but unpaid Base Salary base salary and unused vacation benefits accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form to be provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance Company (the “Release”) that is nonrevocable prior to within the Release Date (as defined below)time period specified therein, but in no event later than forty-five days following Executive’s termination, and if the Executive allows the such Release to become effective in accordance with its terms, then the Executive Company shall receive an (i) an Annual Performance Bonus for the year continue payment of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for the nine Good Reason), for a period of twelve (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (912) months following the termination of employmentdate on the Company’s regular payroll dates (the “Severance Payments”); provided, which shall however, that any payments otherwise scheduled to be taxable made prior to the Executiveeffective date of the Release (namely, to the extent required by applicable law. The installment payments set forth in the preceding clause (iidate it can no longer be revoked) shall commence within ten (10) days following the Release Date accrue and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first paymentpayroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date. In addition, in the event that Executive elects COBRA continuation coverage, the Company shall pay Executive’s COBRA premiums until the earlier of twelve months following the termination of employment or the date Executive becomes eligible for coverage under another employer’s health plan (the “COBRA Benefits”, and together with the Severance Payments, the “Severance Benefits”).

Termination Without Cause or Resignation for Good Reason. If the Notwithstanding Executive’s at-will employment status, if: (a) Executive’s employment with the Company is terminated without Cause (as defined below) or the Executive resigns his employment for Good Reason (as defined below) (a “Qualifying Termination”), and (b) Executive signs a general and complete release of any and all potential claims against the Company, its directors, officers, employees, agents and affiliates in a form acceptable to the Company and allows such release to become effective; then in addition to any other amounts that may be due Executive: (i) the Company shall continue to pay Executive’s then current salary, less required tax withholdings, payable on the Company’s normal payroll dates, for a period of 3 months following the date of such Qualifying Termination, (ii) should Executive timely elect to continue his health care insurance benefits under federal COBRA law or similar state statutes, the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through cost of continuing Executive’s then current health insurance coverage for a period of 3 months following the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthlysuch Qualifying Termination, and (iii) reimbursement for COBRA coverage for nine effective as of such Qualifying Termination, Executive shall automatically and without further action required on Executive’s part or the part of the Company receive 3 months of vesting acceleration with respect to each outstanding stock option held by Executive (9) months following termination of employmentbut in each case, which shall be taxable not exceeding to the Executivetotal number of shares that remain unvested under the relevant document or agreement) (collectively, to the extent required by applicable law. The installment payments set forth benefits as described in the preceding clause (i), (ii) shall commence within ten and (10iii) days following are referred to as the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment“Basic Severance Compensation”).

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with is terminated by the Company is terminated without Cause or the by Executive resigns for Good Reason Reason, then, subject to Section 7, Executive (as defined belowor Executive's heirs or estate in the event of Executive's death after Executive has become entitled to the following payments and benefits) will receive from the Company: (i) continued payment of Executive's then Base Salary for a period of 12 months (the "Continuance Period") payable in accordance with Ma jesco's regular payroll practices (ii) for any such termination occurring within 90 days after an Annual Period, but prior to the payment of any Annual Bonus for such Annual Period, an Annual Bonus with respect to such preceding Annual Period (payable within 90 days following the end of such Annual Period), then the Company shall pay the provided that Executive any earned but unpaid Base Salary and unused vacation accrued (would have otherwise received an Annual Bonus if applicable) through he had remained employed as of the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release payment of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an such Annual Performance Bonus for the year of termination, payable at the same time that such Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and Period; (iii) reimbursement for COBRA any applicable premiums Executive pays to continue coverage for nine Executive and Executive's eligible dependents under the Company's Group Health benefit plans under COBRA for a period of eighteen months, or, if earlier, until Executive is eligible for similar benefits from another employer (9) months following termination of employment, which shall be taxable provided Executive validly elects to the Executive, to the extent required by continue coverage under applicable law. The installment payments set forth in the preceding clause ), (iiiv) shall commence within ten (10) days following the Release Date and Executive will be subject paid any accrued but unpaid salary, accrued but unused vacation, expense reimbursements and other benefits due to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s Executive through his termination date under any Company-provided or paid plans, policies, and the first payment date arrangements in accordance with payroll practices will be included in and subject to the first paymentterms of such plans, policies and arrangements.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month one year period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine twelve (912) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll March 9, 2018 practices will be included in the first payment.

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment hereunder is terminated by the Employer Without Cause pursuant to Section 2(a)(iv), or due to the Executive's resignation for Good Reason pursuant to Section 2(a)(vi), the Employer shall pay or provide to the Executive (i) the Basic Severance Amount, (ii) the Basic Bonus Amount and (iii) the Basic Benefits. In addition (a) until the eighteen (18) month anniversary of the Termination Date, the Employer shall continue to pay to the Executive the Executive's Base Salary and (b) for the one year period immediately following the Termination Date (the "Additional Bonus Year"), the Employer shall pay to the Executive the Bonus or Bonuses that would have been earned by the Executive during the Additional Bonus Year that have not been paid prior thereto, payable promptly following the calculation of the appropriate amount in accordance with the Company Payroll Practices, to the extent specific performance milestones have been committed to in writing and the achievement thereof is terminated without Cause capable of being definitively measured (the "Measurement Test"); provided, however, that if the Measurement Test cannot be satisfied, then the amount of the Bonus or Bonuses payable pursuant to clause (b) shall be based on the amount of the Executive's Bonus for the last calendar year ending prior to the Termination Date. Furthermore, if the Executive resigns for the reason set forth in clause (D) of the definition of "Good Reason (as defined below), then Reason," the Company Employer shall pay to the Executive any earned but unpaid Base Salary the reasonable out-of-pocket costs and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided expenses incurred by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (relocate his household from the “Release”) that is nonrevocable prior Houston, Texas metropolitan area to any city within the Release Date (continental United States, as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (9) months following termination of employment, which shall be taxable to designated by the Executive, to including, without limitation, if applicable, reasonable out-of-pocket costs and expenses associated with the extent required by applicable law. The installment payments set forth sale of Executive's home in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided thatHouston, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first paymentTexas.

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with is terminated by the Company is terminated without Cause or the by Executive resigns for Good Reason (as defined below)Reason, then the Company shall pay the then, subject to Section 7, Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an will receive: (i) an Annual Performance Bonus continued payment of Base Salary for a period of 12 months (the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company"Continuance Period"), (ii) continued payments of a lump-sum payment, paid at the time fiscal year bonuses are paid to other executives, equal to Executive’s Base Salary for the nine (9) month period following termination's then current Target Bonus, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA any applicable premiums Executive pays to continue coverage for nine Executive and Executive's eligible dependents under the Company's Benefit Plans for the Continuance Period, or, if earlier, until Executive is eligible for similar benefits from another employer (9provided Executive validly elects to continue coverage under applicable law), and (iv) immediate vesting of all unvested equity awards that would have vested had Executive otherwise remained an employee for the 12 month period commencing on his termination date. Notwithstanding clause (iv) of the preceding sentence, if a termination described in the preceding sentence occurs within the period beginning three months prior to a Change of Control and ending 12 months following termination a Change of employmentControl, which shall be taxable Executive will receive immediate vesting with respect to all unvested equity awards that would have vested had Executive otherwise remained an employee for an additional 24 months instead of 12 months. Executive's vested equity awards will remain exercisable in accordance with the Executive, terms of the applicable Company equity compensation plan and the corresponding award agreements and thereafter will expire to the extent required by applicable lawnot exercised. The installment payments set forth If Executive is terminated prior to a Change of Control and Executive is entitled to receive severance under this Section 6(a), Executive's unvested equity awards will remain outstanding for three months (subject to the maximum term stated in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first paymentapplicable award agreement).

Termination Without Cause or Resignation for Good Reason. If the Executive’s 's employment with by the Company is terminated during the Term by the Company without Cause or the if Executive resigns for Good Reason Reason, the options granted to Executive pursuant to Section 3.5 will become fully vested and Executive will be entitled to payment of (as defined below), then the Company shall pay the Executive any earned but a) all accrued and unpaid Base Annual Salary and unused vacation accrued (if applicable) Benefits through the date of such termination, (b) any accrued but unpaid bonus payable under Section 3.3 with respect to a fiscal year ending prior to such termination, (c) Executive's Annual Salary in effect at the rates then date of termination plus Executive's target bonus for the period (the "Severance Period") equal to the longer of (i) 12 months following such termination or resignation or (ii) the remaining Term of this Agreement as in effecteffect on the day prior to such termination or resignation, less standard deductions to be paid in monthly installments over the Severance Period, and withholdings(d) continuation of (or payments by the Company sufficient to enable Executive to continue) the welfare benefits in effect at the date of termination until the earlier of the end of the Severance Period or the date when Executive has comparable coverage through another employer. In additionThe severance benefits described in this Section 6.2 shall be paid in lieu of and not in addition to any other severance arrangement maintained by the Company. Upon the expiration of the Severance Period, if all severance benefits will cease and the Company shall have no further liability or obligation by reason of such termination. Notwithstanding the foregoing, no amount will be paid or benefit provided under Sections 6.2(b), (c) or (d) unless Executive furnishes executes and delivers to the Company an executed waiver and a release of claims in a form provided by the Company, which may include an obligation for the Executive substantially identical to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (attached hereto as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (9) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment.Exhibit I.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with is terminated by the Company is terminated without Cause or the if Executive resigns for Good Reason Reason, then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through of the date of such termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, /resignation; (ii) continued payments Executive will receive severance benefits in an amount equal to twelve (12) months of the Executive’s Base Salary for in the nine (9) month period form of salary continuation following termination, payable in equal installments Executive’s termination of employment in accordance with customary the Company’s normal payroll practices, but no less frequently than monthly, practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for COBRA premiums paid for the group health continuation coverage premiums for nine Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (9“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) twelve (12) months following termination from the effective date of employmentsuch termination, which shall (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be taxable to solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence ’s new position within ten (10) business days following of starting any such position, or Executive shall forfeit the Release Date and will remainder of the Severance Payments to be subject made pursuant to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first paymentthis Agreement.

Termination Without Cause or Resignation for Good Reason. If the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month one year period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine twelve (912) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within ten (10) days following the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment.. March 9, 2018

Termination Without Cause or Resignation for Good Reason. If the Company terminates the Executive’s employment with the Company is terminated without Cause or the Executive resigns for Good Reason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a the form provided by substantially similar to that attached hereto as Exhibit A, with any changes that the Company, which may include an obligation for the Executive Company determines are necessary to provide reasonable transition assistance comply with applicable law (the “Release”) that ), which Release is nonrevocable non-revocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then (i) the Executive shall receive an aggregate amount equal to six (i6) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments months of the Executive’s then current Base Salary for the nine (9) month period following terminationSalary, payable in equal installments over the six (6) month period following the date of the Executive’s termination in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (9) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) if the Executive timely elects to continue coverage, the Company shall commence within ten pay the additional cost of premiums necessary for the Executive to maintain the medical/dental/vision benefits to which the Executive is entitled under COBRA for a period (10the “COBRA Payment Period”) days following ending upon the Release Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during occurrence of the period between the Executive’s termination date and the first payment date in accordance with payroll practices will be included in the first payment.earliest