Common use of By Employer Without Cause Clause in Contracts

By Employer Without Cause. Employer may, at any time, terminate Executive's employment without Cause and for reasons not specified above. In the event Executive's employment is terminated without Cause, Employer shall pay Executive the Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following the date of termination of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding tax, Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms of this Agreement, the Creative Works Agreement, or the Release that apply to Executive after termination of Executive's employment with Employer.

By Employer Without Cause. In the event Employer may, at any time, terminate Executiveterminates the Employee's employment without Cause and for reasons not specified then, in addition to clauses A through C in Section 19(a), above. In , (X) the event Executive's employment is terminated without Cause, Employer shall be obligated to pay Executive to the Employee Employee's annual Base Salary computed pro rata up to (at the time of termination), on a weekly basis or consistent with the Employer's payroll practices at the time, for a period of three (3) years from and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following after the date of termination (the "Base Severance PaymentAmount"); (bY) Employer Employee shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue right to provide Executive with employee benefits, including health, life and disability insurance, not retain any stock options that were granted to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following Employee prior to the date of termination of Executive's employment with Employeremployment; and (ivZ) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment the Employer shall, at its sole cost (except for Employee dependency coverage contributions, if any, in effect prior to Employee ceasing to be employed by the Employer hereunder) maintain in full force and Incentive Severance Payment shall be paid in one lump sum on or before effect from the date that is thirty Employee ceases to be employed by the Employer hereunder and for six (306) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state months thereafter, all medical, health and federal withholding tax, Social Securityaccident, and other employee taxes disability plans, programs, or arrangements in which Employee is entitled to participate immediately prior to Employee ceasing to be employed by the Employer hereunder, provided that Employee's continued participation is possible under the general terms and payroll deductionsprovisions of such plans and programs. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in In the event that Executive breaches Employee's participation in any terms such plan or program is barred (other than as a result of this Agreementa misrepresentation or misconduct of Employee), the Creative Works AgreementEmployer shall arrange at its sole expense to provide him with benefits substantially similar to those which he is entitled to receive under such plans and programs for the six-month term, including, without limitation, reimbursement of COBRA premium payments. To the extent that Employee mitigates his damages through the accrual or receipt of a salary, or the Release that apply provision of health or other benefits referenced hereinabove, through self-employment or employment with another entity, the Severance Amount and/or applicable benefits referenced hereinabove shall be adjusted by off-set of amounts or benefits received by Employee in mitigation. Upon written request by Employer, Employee shall provide to Executive after termination Employer information as to such mitigation within ten (10) days of Executivereceipt of such request. If Employee's employment with Employer.is terminated without Cause,

By Employer Without Cause. In the event Employer may, at any time, terminate Executiveterminates the Employee's employment without Cause then, in addition to clauses A through C in Section 19(a), above, (X) the Employer shall be obligated to pay to the Employee Employee's annual Base Salary (at the time of termination), on a weekly basis or consistent with the Employer's payroll practices at the time, for a period of three (3) years from and after the date of termination (the "Severance Amount"); (Y) Employee shall have the right to retain any stock options that were granted to Employee prior to the date of termination of employment; and (Z) the Employer shall, at its sole cost (except for Employee dependency coverage contributions, if any, in effect prior to Employee ceasing to be employed by the Employer hereunder) maintain in full force and effect from the date Employee ceases to be employed by the Employer hereunder and for reasons not specified abovesix (6) months thereafter, all medical, health and accident, and disability plans, programs, or arrangements in which Employee is entitled to participate immediately prior to Employee ceasing to be employed by the Employer hereunder, provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event Executivethat Employee's participation in any such plan or program is barred (other than as a result of a misrepresentation or misconduct of Employee), the Employer shall arrange at its sole expense to provide him with benefits substantially similar to those which he is entitled to receive under such plans and programs for the six-month term, including, without limitation, reimbursement of COBRA premium payments. To the extent that Employee mitigates his damages through the accrual or receipt of a salary, or the provision of health or other benefits referenced hereinabove, through self-employment or employment with another entity, the Severance Amount and/or applicable benefits referenced hereinabove shall be adjusted by off-set of amounts or benefits received by Employee in mitigation. Upon written request by Employer, Employee shall provide to Employer information as to such mitigation within ten (10) days of receipt of such request. If Employee's employment is terminated without Cause, Employer shall pay Executive the Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following the date of termination of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment and Incentive Severance Payment Employee shall be paid in one lump sum on or before deemed released from the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding tax, Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms of this Agreement, the Creative Works Agreement, or the Release that apply to Executive after termination of Executive's employment with Employer.non-competition provisions of

By Employer Without Cause. Employer may, at any time, terminate Executive's employment without Cause and for reasons not specified above. In the event Executive's employment is terminated without Cause, Employer shall pay Executive the Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If In addition, if Executive's employment is terminated without Cause on a date that is after six (6) months after the date of this Agreement and (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive an amount equal to Executive's then current Base Salary for the twelve six (126) month period following the date of termination (the "Base Severance Payment"); and (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iiiii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve six (126) months following the date of termination of Executive's employment with Employer; and Employer (iv) all of Executive's unvested Options shall immediately vest upon such termination datethe "Benefits"). The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding tax, Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment or the Benefits shall cease in the event that Executive breaches any terms of this Agreement, the Creative Works Agreement, or the Release that apply to Executive after termination of Executive's employment with Employer. If Executive is terminated by Employer on a date that is six (6) months after the date of this Agreement and such termination takes place within six (6) months before or after (i) a Change of Control (defined in Section 12.6) or (ii) a Change of Management, or if Executive is terminated for non-performance related reasons that do not fall with the definition of "Cause" such termination shall be deemed "without Cause" for purposes of this Agreement. For purposes of this Section 12.5, "Change of Management" shall mean a change in either the Employer's Chief Executive Officer or Executive Chairman.

By Employer Without Cause. Employer mayNotwithstanding anything to the contrary set forth in this Agreement, at any time, time Employer may terminate Executive's employment the Period of Employment without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive. Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause within one (1) year of the Services Start Date, Employer shall, as severance, continue to pay Executive (A) his Base Salary, payable in regular monthly installments as severance payments from the date of termination for a period of three (3) months thereafter, and (B) his COBRA health insurance premiums from the date of termination through the date that is three (3) months after the date of termination. If the Period of Employment is terminated by Employer without Cause after the date that is one (1) year from the Services Start Date, Employer shall, as severance, continue to pay Executive (A) his Base Salary, payable in regular monthly installments as severance payments from the date of termination for reasons a period of six (6) months thereafter and (B) his COBRA health insurance premiums from the date of termination through the date that is six (6) months after the date of termination Any payments made pursuant to this Section 4(b) shall be referred to as the “Severance Payment”. Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and only if, Executive (1) has executed and delivered to Employer the General Release in the form attached hereto as Exhibit A and does not specified aboverevoke the General Release, (2) has not breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (3) does not apply for unemployment compensation chargeable to Employer during the Severance Period. Executive agrees and understands that no severance will be paid or provided until the General Release actually becomes effective. In the event that Executive's ’s termination of employment occurs at a time during the calendar year where the effective date of the release could occur in the calendar year following the calendar year in which Executive’s termination occurs, then any severance under this Agreement that would be considered Deferred Payments (as defined in Section 4(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as is terminated required by (i) the payment schedule applicable to each payment, (ii) the date the General Release becomes effective, or (iii) Section 4(i). The first payment will include all amounts, without Causeany adjustment for interest, Employer shall pay which would have been paid to Executive the Base Salary computed pro rata up to and including had payment commenced on the date Executive ceases terminated employment. Upon such termination, Executive shall not be entitled to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer salary, compensation or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following the date of benefits after termination of Executive's employment the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or in connection with Employer; and any grant of stock options to Executive or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(b), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(b) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(b) one time only during the Period of Employment.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment is terminated without Causecontrary contained in or arising from any statements, policies, or practices of Employer shall pay Executive relating to the Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employeremployment, discipline, or termination of its employees. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with EmployerEmployer is terminated by Employer without Cause, then (a) Employer Executive shall pay Executive Executive's then current be entitled to continue to receive her Base Salary for the twelve (12) month period following payable in regular installments as special severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the date Severance Period), whichever first occurs (the "Severance Period"), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any Ancillary Agreement (as defined below) and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of Executivethe Period of Employment, except as specifically provided for in Employer's employment with Employer; and employee benefit plans or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or any Ancillary Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer Executive shall pay Executive the be entitled to continue to receive his Base Salary computed pro rata up and Bonus (pro-rated to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following the date of termination (and paid in accordance with Section 3(b) above) payable in regular installments as special severance payments from the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time date of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount for a period of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter, (the “Severance Period”), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Holdings and Employer dated as of the date hereof (the “Non-Compete Agreement”) and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided that Employer shall pay Executive’s COBRA health insurance premiums from the date of termination of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before through the date that is thirty twelve (3012) days months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding tax, Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease contrary contained in the event that Executive breaches any terms of this Agreement, the Creative Works Agreement, or the Release that apply to Executive after termination of Executive's employment with Employer.this

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event contrary contained in or arising from any statements, policies or practices of Employer relating to the employment, discipline, or termination of its employees. If Executive's ’s employment with Employer is terminated by Employer without Cause, Employer Executive shall pay Executive the be entitled to continue to receive his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular installments as special severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter (the date “Severance Period”), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any Ancillary Agreement (as defined below) and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with the Period of Employment, except as specifically provided for in Employer; and ’s employee benefit plans or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or any Ancillary Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event contrary contained in or arising from any statements, policies or practices of Employer relating to the employment, discipline, or termination of its employees. If Executive's ’s employment with Employer is terminated by Employer without Cause, Employer Executive shall pay Executive the be entitled to continue to receive his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular installments as special severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the date Severance Period), whichever first occurs (the “Severance Period”), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any Ancillary Agreement (as defined below) and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with the Period of Employment, except as specifically provided for in Employer; and ’s employee benefit plans or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or any Ancillary Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without CauseCause within six (6) months of the Services Start Date, Employer shall shall, as severance, continue to pay Executive the (A) his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination for a period of three (3) months thereafter, and (B) his COBRA health insurance premiums from the "Base Severance Payment"); date of termination through the date that is six (b6) months after the date of termination. If the Period of Employment is terminated by Employer shall without Cause after the date that is six (6) months from the Services Start Date, Employer shall, as severance, continue to pay Executive an Incentive Bonus which Executive would have otherwise received based upon (A) his Base Salary, payable in regular monthly installments as severance payments from the applicable Milestones in effect at time date of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount for a period of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter and (B) his COBRA health insurance premiums from the date of termination of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before through the date that is thirty twelve (3012) days months after the date of termination dateAny payments made pursuant to this Section 4(a) shall be referred to as the “Severance Payment”. Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and only if, Executive (1) has executed and delivered to Employer the General Release in the form attached hereto as Exhibit A and does not revoke the General Release, (2) has not breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (3) does not apply for unemployment compensation chargeable to Employer during the Severance Period. Executive agrees and understands that no severance will be paid or provided until the General Release actually becomes effective. In the event that Executive’s termination of employment occurs at a time during the calendar year where the effective date of the release could occur in the calendar year following the calendar year in which Executive’s termination occurs, then any severance under this Agreement that would be considered Deferred Payments (as defined in Section 4(h)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as is required by (i) the payment schedule applicable to each payment, (ii) the date the General Release becomes effective, or (iii) Section 4(h). The Incentive Severance Payment first payment will include all amounts, without any adjustment for interest, which would have been paid to Executive had payment commenced on the date Executive terminated employment. Upon such termination, Executive shall not be subject entitled to deduction any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for state and federal withholding taxherein or in Employer’s employee benefit plans or in connection with any grant of stock options to Executive or as otherwise expressly required by applicable law (such as COBRA). Notwithstanding anything to the contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Period of Employment.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment is terminated without Causecontrary contained in or arising from any statements, policies, or practices of Employer shall pay Executive relating to the Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employeremployment, discipline, or termination of its employees. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with EmployerEmployer is terminated by Employer without Cause, then (a) Employer Executive shall pay Executive Executive's then current be entitled to continue to receive his Base Salary for and Bonus (pro-rated to the twelve (12date of termination) month period following payable in regular installments as special severance payments from the date of termination for a period of eighteen (18) months thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the Severance Period), whichever first occurs (the "Base Severance PaymentPeriod"), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any other Ancillary Agreement (as defined below) and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for in Employer's employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); (b) provided that Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following COBRA health insurance premiums from the date of termination of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before through the date that is thirty eighteen (3018) days months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or any Ancillary Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event contrary contained in or arising from any statements, policies or practices of Employer relating to the employment, discipline, or termination of its employees. If Executive's ’s employment with Employer is terminated by Employer without Cause, Employer Executive shall pay Executive the be entitled to continue to receive his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular installments as special severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the date Severance Period), whichever first occurs (the “Severance Period”), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit D attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any ancillary agreement and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with the Period of Employment, except as specifically provided for in Employer; and ’s employee benefit plans or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this AgreementAgreement or any ancillary agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer shall continue to pay Executive the (A) his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months thereafter (the “Severance Period”), and (B) on or after January 1 of the following calendar year, but in no event later than January 30th of such year, such pro rata amount of the Bonus for which Executive would have been eligible had the Period of Employment not been terminated by Employer without Cause, pro-rated to the date of termination based upon the actual number of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon days elapsed in the calendar year in which such termination dateoccurs (both such payments, the “Severance Payment”). The Base Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and Incentive Severance Payment shall be paid in one lump sum on or before the date that is only if, Executive (1) has executed and delivered to Employer within thirty (30) days from the date of Executive’s termination of employment, the General Release in the form attached hereto as Exhibit A, (2) has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (3) does not apply for unemployment compensation chargeable to Employer during the Severance Period. Upon such termination, Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided, however, that Employer shall pay Executive’s COBRA health insurance premiums from the date of termination through the date that is twelve (12) months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Period of Employment.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer shall continue to pay Executive the (A) his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months thereafter (the “Severance Period”), and (B) on or after January 1 of the following calendar year, but in no event later than January 30th of such year (or such later date as shall be reasonably established by the Compensation Committee of the Board), such pro rata amount of the Bonus that Executive would have earned pursuant to the performance criteria established by the Compensation Committee of the Board of Directors had the Period of Employment not been terminated by Employer without Cause, pro-rated to the date of termination based upon the actual number of Executive's employment with Employer; days elapsed in the calendar year in which such termination occurs (both such payments, the “Severance Payment”). Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and only if, Executive (1) has executed and delivered to Employer the General Release in the form attached hereto as Exhibit A, (2) has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (iv3) all does not apply for unemployment compensation chargeable to Employer during the Severance Period. Upon such termination, Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided, however, that Employer shall pay Executive's unvested Options shall immediately vest upon such ’s COBRA health insurance premiums from the date of termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before through the date that is thirty twelve (3012) days months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Period of Employment.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer shall continue to pay Executive the (A) his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months thereafter (the “Severance Period”), and (B) on or after January 1 of the following calendar year, but in no event later than January 30th of such year, such pro rata amount of the Bonus for which Executive would have been eligible had the Period of Employment not been terminated by Employer without Cause, pro-rated to the date of termination based upon the actual number of Executive's employment with Employer; days elapsed in the calendar year in which such termination occurs (both such payments, the “Severance Payment”) Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and only if, Executive (1) has executed and delivered to Employer the General Release in the form attached hereto as Exhibit A, (2) only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (iv3) all does not apply for unemployment compensation chargeable to Employer during the Severance Period. Upon such termination, Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided, however, that Employer shall pay Executive's unvested Options shall immediately vest upon such ’s COBRA health insurance premiums from the date of termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before through the date that is thirty twelve (3012) days months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Period of Employment.

By Employer Without Cause. In the event Employer may, at any time, terminate Executiveterminates the Employee's employment without Cause and for reasons not specified then, in addition to clauses A through C in Section 19(a), above. In , (X) the event Executive's employment is terminated without Cause, Employer shall be obligated to pay Executive to the Employee Employee's annual Base Salary computed pro rata up to (at the time of termination), on a weekly basis or consistent with the Employer's payroll practices at the time, for a period of three (3) years from and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following after the date of termination (the "Base Severance PaymentAmount"); (bY) Employer Employee shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue right to provide Executive with employee benefits, including health, life and disability insurance, not retain any stock options that were granted to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following Employee prior to the date of termination of Executive's employment with Employeremployment; and (ivZ) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment the Employer shall, at its sole cost (except for Employee dependency coverage contributions, if any, in effect prior to Employee ceasing to be employed by the Employer hereunder) maintain in full force and Incentive Severance Payment shall be paid in one lump sum on or before effect from the date that is thirty Employee ceases to be employed by the Employer hereunder and for six (306) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state months thereafter, all medical, health and federal withholding tax, Social Securityaccident, and other employee taxes disability plans, programs, or arrangements in which Employee is entitled to participate immediately prior to Employee ceasing to be employed by the Employer hereunder, provided that Employee's continued participation is possible under the general terms and payroll deductionsprovisions of such plans and programs. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in In the event that Executive breaches Employee's participation in any terms such plan or program is barred (other than as a result of this Agreementa misrepresentation or misconduct of Employee), the Creative Works AgreementEmployer shall arrange at its sole expense to provide him with benefits substantially similar to those which he is entitled to receive under such plans and programs for the six-month term, including, without limitation, reimbursement of COBRA premium payments. To the extent that Employee mitigates his damages through the accrual or receipt of a salary, or the Release that apply to Executive after termination provision of Executive's health or other benefits referenced hereinabove, through self-employment or employment with Employer.another entity, the Severance Amount and/or applicable benefits referenced hereinabove shall be adjusted by off-set of amounts or benefits received by Employee in

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event contrary contained in or arising from any statements, policies or practices of Employer relating to the employment, discipline, or termination of its employees. If Executive's ’s employment with Employer is terminated by Employer without Cause, Employer Executive shall pay Executive the be entitled to continue to receive his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular installments as special severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the date Severance Period), whichever first occurs (the “Severance Period”), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit E attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any ancillary agreement and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of Executive's employment with the Period of Employment, except as specifically provided for in Employer; and ’s employee benefit plans or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this AgreementAgreement or any ancillary agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer shall continue to pay Executive the his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination for a period of six (6) months thereafter (the "Base “Severance Period”) (the “Severance Payment"”); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon . Notwithstanding the applicable Milestones in effect at time of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefitsforegoing, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following shall only be entitled to the date of termination of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon such termination date. The Base Severance Payment if, and Incentive Severance Payment shall be paid in one lump sum on or before the date that is only if, Executive (1) has executed and delivered to Employer within thirty (30) days from the date of Executive’s termination of employment, the General Release in the form attached hereto as Exhibit A, (2) has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Noncompetiton Agreement between Executive and Employer dated as of May 4, 2009 (the “Non-Compete Agreement”), and (3) does not apply for unemployment compensation chargeable to Employer during the Severance Period. Upon such termination, Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided, however, that Employer shall pay Executive’s COBRA health insurance premiums from the date of termination through the date that is six (6) months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Severance Period.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer shall continue to pay Executive the (A) his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months thereafter (the “Severance Period”), and (B) on or after January 1 of the following calendar year, but in no event later than January 30th of such year (or such later date as shall be reasonably established by the Compensation Committee of the Board), such pro rata amount of the Bonus that Executive would have earned pursuant to the performance criteria established by the Compensation Committee of the Board of Directors had the Period of Employment not been terminated by Employer without Cause, pro-rated to the date of termination based upon the actual number of Executive's employment with Employer; and (iv) all of Executive's unvested Options shall immediately vest upon days elapsed in the calendar year in which such termination dateoccurs (both such payments, the “Severance Payment”). The Base Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and Incentive Severance Payment shall be paid in one lump sum on or before the date that is only if, Executive (1) has executed and delivered to Employer within thirty (30) days from the date of Executive’s termination of employment, the General Release in the form attached hereto as Exhibit A, (2) has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (3) does not apply for unemployment compensation chargeable to Employer during the Severance Period. Upon such termination, Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided, however, that Employer shall pay Executive’s COBRA health insurance premiums from the date of termination through the date that is twelve (12) months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Period of Employment.

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive without Cause (as defined below), effective as of the date specified in a written notice from Employer to Executive's employment . Employer may discipline or demote Executive with or without Cause and for reasons not specified abovewith or without prior notice. In Employer may discipline, demote, or dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment is terminated without Causecontrary contained in or arising from any statements, policies or practices of Employer shall pay Executive relating to the Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employeremployment, discipline, or termination of its employees. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action in any way related to Employer or Executive's employment with EmployerEmployer is terminated by Employer without Cause, then (a) Employer Executive shall pay Executive Executive's then current be entitled to continue to receive his Base Salary for the twelve (12) month period following payable in regular installments as special severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months following thereafter, or until Executive obtains other employment (but with it being understood that Executive shall be under no duty to seek alternative employment during the date Severance Period), whichever first occurs (the "Severance Period"), if and only if Executive has executed and delivered to Employer the General Release substantially in form and substance as set forth in Exhibit A attached hereto and only so long as Executive has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or any Ancillary Agreement (as defined below) and does not apply for unemployment compensation chargeable to Employer during the Severance Period, and Executive shall not be entitled to any other salary, compensation or benefits after termination of Executivethe Period of Employment, except as specifically provided for in Employer's employment with Employer; and employee benefit plans or as otherwise expressly required by applicable law (iv) all of Executive's unvested Options shall immediately vest upon such termination dateas COBRA). The Base Severance Payment and Incentive Severance Payment shall be paid Notwithstanding anything to the contrary contained in one lump sum on or before the date that is thirty (30) days after the termination date. The Incentive Severance Payment shall be subject to deduction for state and federal withholding taxthis Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or any Ancillary Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than ten (10) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination of Executive's employment with Employerwithout such breach having been cured during such 10-day period.”

By Employer Without Cause. Employer may, at At any time, Employer may terminate Executive's employment the Period of Employment without Cause and for reasons not (as defined below), effective as of the date specified abovein a written notice from Employer to Executive. In Employer may dismiss Executive as provided in this Section 4 notwithstanding anything to the event Executive's employment contrary contained in or arising from any statements, policies, or practices of Employer relating to the employment, discipline, or termination of its employees. If the Period of Employment is terminated by Employer without Cause, Employer shall continue to pay Executive the (A) his Base Salary computed pro rata up to and including the date Executive ceases to perform services for Employer. If (i) Executive executes and delivers to Employer a waiver and release of claims satisfactory to Employer and its counsel (the "Release") and (ii) Executive has not instituted any dispute resolution procedure or taken any other legal action Salary, payable in any way related to Employer or Executive's employment with Employer, then (a) Employer shall pay Executive Executive's then current Base Salary for the twelve (12) month period following regular monthly installments as severance payments from the date of termination (the "Base Severance Payment"); (b) Employer shall pay Executive an Incentive Bonus which Executive would have otherwise received based upon the applicable Milestones in effect at time for a period of Executive's termination (the "Incentive Severance Payments"); (iii) Employer shall continue to provide Executive with employee benefits, including health, life and disability insurance, not to exceed an aggregate amount of $5,000 for such payments that could not have been deducted for income tax purposes by the Executive if Executive had paid them directly, for twelve (12) months thereafter (the “Severance Period”), and (B) on or after January 1 of the following calendar year, but in no event later than January 30th of such year, such pro rata amount of the Bonus for which Executive would have been eligible had the Period of Employment not been terminated by Employer without Cause, pro-rated to the date of termination based upon the actual number of Executive's employment with Employer; days elapsed in the calendar year in which such termination occurs (both such payments, the “Severance Payment”). Notwithstanding the foregoing, the Executive shall only be entitled to the Severance Payment if, and only if, Executive (1) has executed and delivered to Employer the General Release in the form attached hereto as Exhibit A, (2) has not revoked or breached the provisions of the General Release or breached the provisions of this Agreement or the Confidentiality and Non-Compete Agreement between Executive and Employer dated as of the date hereof (the “Non-Compete Agreement”), and (iv3) all does not apply for unemployment compensation chargeable to Employer during the Severance Period. Upon such termination, Executive shall not be entitled to any other salary, compensation or benefits after termination of the Period of Employment, except as specifically provided for herein or in Employer’s employee benefit plans or as otherwise expressly required by applicable law (such as COBRA); provided, however, that Employer shall pay Executive's unvested Options shall immediately vest upon such ’s COBRA health insurance premiums from the date of termination date. The Base Severance Payment and Incentive Severance Payment shall be paid in one lump sum on or before through the date that is thirty twelve (3012) days months after the termination datedate of termination. The Incentive Severance Payment shall be subject Notwithstanding anything to deduction for state and federal withholding taxthe contrary contained in this Section 4(a), Social Security, and other employee taxes and payroll deductions. The obligation of Employer to pay the Base Severance Payment and Incentive Severance Payment shall cease in the event that Executive breaches any terms the provisions of this Agreement or the Non-Compete Agreement, the Creative Works Agreement, or severance amounts payable by Employer under this Section 4(a) shall not terminate unless and until more than fifteen (15) days have elapsed from and after the Release that apply date written notice of such breach has been delivered to Executive after termination without such breach having been cured during such 15-day period, provided, however, Executive will be permitted to avail himself of Executive's employment with Employerthe cure rights contained in this Section 4(a) one time only during the Period of Employment.