Common use of By the Company Other Than for Cause or by Executive for Good Reason Clause in Contracts

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her employment hereunder at any time upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two times the sum of (A) Executive’s then current Base Salary and (B) the Guaranteed Bonus, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her employment hereunder at any time upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two three times the sum of (A) Executive’s then current Base Salary and (B) the Guaranteed BonusSalary, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured access to the Company’s life, health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve twenty-four (1224) months following termination of employment (at a the full cost no less favorable than that therefor, which, in connection with the medical health, dental and vision, the parties acknowledge is the applicable COBRA rate therefor unless there is guidance to other participants in the Company’s benefit plans during such time)contrary from the U.S. Treasury Department; (iviii) subject to the provisions of Section 16 16, hereof, monthly payments to Executive of an amount equal to the difference between Executive’s share sum of (x) in the monthly COBRA case of life insurance, the premiums for any fully or partially self-funded due to maintain the then existing basic coverage that had been provided at employer cost while Executive was employed, (y) in the case of health, dental and vision plan coverage provided by coverage, the Company difference between such full cost and the active employee monthly contribution thereforfor such coverage and (z) an additional amount so that Executive is no worse off on an after tax basis than she would be as an employee receiving such coverages, for twelve twenty-four (1224) months following termination of employment (provided employment(provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination, and provided further that the Company and Executive may, to and only to the extent permitted by Code Section 409A, mutually agree to alter the mechanics of the payments hereunder); and (viv) an additional twelve (12) months of vesting credit with respect to any outstanding equity awards held by Executive on the Stock Optiondate of termination. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E C and such Release of Claims shall have become effective in accordance with its terms, (w1) no payment shall be paid or made available to Executive under clause (i) or (iviii) of this Section 4(c), (x2) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, benefits to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y3) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z4) Executive shall forfeit any portion of the Stock Option any equity award that vested pursuant to clause (viv) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate the Executive’s employment hereunder under this Agreement other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and the Executive. The Executive may terminate her his employment hereunder under this Agreement for Good Reason at any time upon thirty (30) days’ advance written notice pursuant to the Companynotice provisions described in Section 5(d)(iii) below. In the event of a termination of the Company terminates the Executive’s employment hereunder by the Company without Cause and other than for Cause as a result of his death or by disability, or if the Executive terminates his employment for Good Reason, in each case, during the term hereof: (i) The Company shall pay the Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that A) accrued but unpaid base salary or other wages through the date of termination within 10 days thereafter, (B) accrued but unused vacation time shall be paid within thirty (30) days following through the date of termination of Executive’s employmentwithin 10 days thereafter, (C) any earned but unpaid Annual Bonus payable in accordance with Section 4(b), plus the following benefits (D) unreimbursed expenses for which documentation is properly submitted and payable in accordance with Section 4(f) above (collectively, the “Separation BenefitsAccrued Rights”): ). (iii) a severance payment equal Subject to two times the sum of (A) the Executive’s then current Base Salary and (B) the Guaranteed Bonusexecution of a general release of all claims, which amount shall be paid, subject the Executive allows to the provisions of Section 16 hereofbecome effective, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in substantially the form attached hereto as Exhibit E A (the “Release”), within 60 days after Executive’s separation from service (the “Release Period”), and such Release of Claims shall have become effective (B) the Executive’s compliance with the Executive’s obligations under the Proprietary Agreements (as defined in accordance with its termsSection 7 below), then the Company will pay the Executive, as severance, (w1) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, cash in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to 18 months of the value Executive’s Base Salary, (2) cash in an amount equal to 150% of any payments the Annual Bonus earned by the Executive in the last completed Bonus Year, (3) an additional cash amount equal to $7,000, which the Executive may, but is not obligated to use, to pay the premiums upon converting his Company life insurance policy into an individual policy, and (4) provided that the Executive makes a timely and accurate election for continued coverage under the Company’s medical, dental and vision insurance plans under COBRA for the Executive and his eligible dependents, payment of the premiums for such COBRA coverage for up to 18 months (or benefits received such earlier date as he and his dependents cease to be eligible for such coverage), less the applicable active employee contribution for such coverage in an amount not to exceed the premium paid by the Executive pursuant immediately prior to clause his termination date (iiwhich amount the Executive will be required to pay directly) or (iiicollectively, the “Severance Amount”). Subject to Sections 5(i) of this Section 4(cand 5(j) below, items (1), (2), (3) and (z4) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) Severance Amount will be payable in equal installments on the Company’s regular payroll pay cycle for 18 months commencing with the first payroll cycle following the expiration of Section 4(c)the Release Period. Notwithstanding anything in this Agreement In addition, and likewise subject to the contraryexecution by the Executive of an effective Release during the Release Period, payment of any or all the LTI Award shall vest in full and be settled to the Executive, subject to Sections 5(i) and 5(j) below, on the first business day immediately following the expiration of the Separation Benefits is expressly contingent upon Release Period, with the payout value of the LTI Award determined (x) based on the actual performance of the Company for the full Bonus Years elapsed in the LTI Performance Period prior the Executive’s continued substantial compliance with termination of employment and (y) assuming performance of the terms Company at LTI Target Performance for the Bonus Year in which the termination of employment occurs and conditions of Sections 6, 7, 8 and 9 of this Agreementany subsequent Bonus Year in the LTI Performance Period; provided that if the Executive’s termination of employment occurs prior to December 31, 2010, the Executive had received notice thereof and failed promptly to cure any such breach shall not be entitled to the extent curablevesting and settlement of the LTI Award, which shall instead be immediately forfeited and cancelled as of the date of such termination. Executive recognizes thatNotwithstanding the foregoing, except as expressly provided in this Section 4 or pursuant none of the Severance Amount shall be paid to the terms Executive, nor shall the LTI Award vest and be settled to the Executive, in the event that the Release shall not have become effective by the expiration of the Release Period. Subject to Section 6 below, payment by the Company of the Accrued Rights and the Severance Amount and the settlement of the LTI Award shall constitute the entire obligation of the Company to the Executive in the event of the Executive’s equity grant agreements, no compensation is owed to her after termination of her employmentemployment by the Company without Cause or by the Executive for Good Reason.

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate the Executive’s employment hereunder under this Agreement other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and the Executive. The Executive may terminate her employment hereunder under this Agreement for Good Reason at any time upon thirty (30) days’ advance written notice pursuant to the Companynotice provisions described in Section 5(d)(iii) below. In the event of a termination of the Company terminates the Executive’s employment hereunder by the Company without Cause and other than for Cause as a result of her death or by disability, or if the Executive terminates her employment for Good Reason, in each case, during the term hereof: (i) The Company shall pay the Executive shall be entitled to her Accrued Rights (payable on their normal payment dates; provided that A) accrued but unpaid base salary or other wages through the date of termination within 10 days thereafter, (B) accrued but unused vacation time shall be paid within thirty (30) days following through the date of termination of Executive’s employmentwithin 10 days thereafter, (C) any earned but unpaid Annual Bonus payable in accordance with Section 4(b) below, plus the following benefits (D) unreimbursed expenses for which documentation is properly submitted and payable in accordance with Section 4(f) above (collectively, the “Separation BenefitsAccrued Rights”): ). (iii) a severance payment equal Subject to two times the sum of (A) the Executive’s then current Base Salary and (B) the Guaranteed Bonusexecution of a general release of all claims, which amount shall be paid, subject the Executive allows to the provisions of Section 16 hereofbecome effective, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in substantially the form attached hereto as Exhibit E A (the “Release”), within 60 days after Executive’s separation from service (the “Release Period”), and such Release of Claims shall have become effective (B) the Executive’s compliance with the Executive’s obligations under the Proprietary Agreements (as defined in accordance with its termsSection 7 below), the Contribution Agreement and the License Agreement, then the Company will pay the Executive, as severance, (w1) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, cash in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to 18 months of the value Executive’s Base Salary, (2) cash in an amount equal to 150% of any payments the Annual Bonus earned by the Executive in the last completed Bonus Year, (3) an additional cash amount equal to $7,000, which the Executive may, but is not obligated to use, to pay the premiums upon converting her Company life insurance policy into an individual policy, and (4) provided that the Executive makes a timely and accurate election for continued coverage under the Company’s medical, dental and vision insurance plans under COBRA for the Executive and her eligible dependents, payment of the premiums for such COBRA coverage for up to 18 months (or benefits received such earlier date as she and her dependents cease to be eligible for such coverage), less the applicable active employee contribution for such coverage in an amount not to exceed the premium paid by the Executive pursuant immediately prior to clause her termination date (iiwhich amount the Executive will be required to pay directly) or (iiicollectively, the “Severance Amount”). Subject to Sections 5(i) of this Section 4(cand 5(j) below, items (1), (2), (3) and (z4) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) Severance Amount will be payable in equal installments on the Company’s regular payroll pay cycle for 18 months commencing with the first payroll cycle following the expiration of Section 4(c)the Release Period. Notwithstanding anything in this Agreement In addition, and likewise subject to the contraryexecution by the Executive of an effective Release during the Release Period, payment of any or all the LTI Award shall vest in full and be settled to the Executive, subject to Sections 5(i) and 5(j) below, on the first business day immediately following the expiration of the Separation Benefits is expressly contingent upon Release Period, with the payout value of the LTI Award determined (x) based on the actual performance of the Company for the full Bonus Years elapsed in the LTI Performance Period prior the Executive’s continued substantial compliance with termination of employment and (y) assuming performance of the terms Company at LTI Target Performance for the Bonus Year in which the termination of employment occurs and conditions of Sections 6, 7, 8 and 9 of this Agreementany subsequent Bonus Year in the LTI Performance Period; provided that if the Executive’s termination of employment occurs prior to December 31, 2010, the Executive had received notice thereof and failed promptly to cure any such breach shall not be entitled to the extent curablevesting and settlement of the LTI Award, which shall instead be immediately forfeited and cancelled as of the date of such termination. Executive recognizes thatNotwithstanding the foregoing, except as expressly provided in this Section 4 or pursuant none of the Severance Amount shall be paid to the terms Executive, nor shall the LTI Award vest and be settled to the Executive, in the event that the Release shall not have become effective by the expiration of the Release Period. Subject to Section 6 below, payment by the Company of the Accrued Rights and the Severance Amount and the settlement of the LTI Award shall constitute the entire obligation of the Company to the Executive under this Agreement in the event of the Executive’s equity grant agreements, no compensation is owed to her after termination of her employmentemployment by the Company without Cause or by the Executive for Good Reason.

By the Company Other Than for Cause or by Executive for Good Reason. The If the Company may terminate terminates Executive’s employment hereunder during the Term other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Cause, or, if Executive and Executive may terminate her employment hereunder at any time upon thirty (30) days’ advance written notice to the Company. In the event of a termination of terminates Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, then this Agreement shall terminate without further obligations by the Company, except that the Executive shall be entitled to her receive: (i) Executive’s Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be Obligations not theretofore paid, paid within thirty (30) days following the Date of Termination or such other date as provided in the applicable Company plan or program; (ii) Cash severance equal to the cash severance amount determined under clause (A) or (B) below, payable in twenty-four (24) equal monthly installments commencing with the month following the Date of termination of Executive’s employment) plus the following benefits Termination (collectivelysuch twenty-four month period, the “Separation BenefitsSalary Continuation Period”): ): (iA) If such termination occurs prior to the fourth (4th) anniversary of the Effective Date, a cash severance payment amount equal to two times the difference, if any, between (1) the sum of the Base Salary, minimum payments under the Annual Bonus Program and the minimum value of Long Term Incentive Program awards to be received by Executive during the five-year initial Term of this Agreement pursuant to Sections 3(a), (b) and (c), and (2) the sum of (AI) Executive’s then current Base Salary all payments, and the value as of the respective dates of the awards of all awards (other than forfeited Long Term Incentive Program Awards), theretofore actually received by Executive pursuant to such Sections 3(a), (b) and (c), and (II) all amounts payable to Executive by reason of such termination pursuant to Sections 6(d)(i), (iii), and (iv); or (B) If such termination occurs on or after the Guaranteed Bonusfourth (4th) anniversary of the Effective Date, a cash severance amount of $6,800,000; (iii) For a period of up to eighteen (18) months of the Salary Continuation Period, if Executive timely elects continued coverage under COBRA, the Company will reimburse Executive for the monthly COBRA cost of continued health and dental coverage paid by Executive under health and dental plans of the Company pursuant to Section 4980B of the Code, less the amount that Executive would be required to contribute for health and dental coverage if Executive were an active employee of the Company. These reimbursements will commence within sixty (60) days following the Date of Termination and will be paid on the first payroll date of each month, provided that such payments shall cease if Executive’s applicable COBRA coverage ceases; and (iv) A lump sum cash payment equal to the annual bonus that Executive would have been entitled to receive under Section 3(b) for the calendar year in which the Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days in the calendar year prior to the Date of Termination, and the denominator of which is 365. Such pro-rated annual bonus amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as paid when annual bonuses are ordinarily paid to other senior executives of non-terminated employee participants in the Company in respect of the fiscal year in which Executive’s termination occursapplicable Annual Bonus Program, but in no event shall such payment occur later than the end March 15 of the calendar year following the year in which such fiscal year ends; the Date of Termination occurs. (iiiv) continuation The compensation and benefits described in this Section 6(d) shall be in lieu of compensation and benefits provided under any fully insured healthseverance plan or agreement of the Company, dental and vision insurance Executive shall not be entitled to any severance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following upon a termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employmentfor herein.

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her Executive’s employment hereunder at any time for Good Reason within thirty (30) days following the occurrence of the event constituting Good Reason upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder (i) by the Company other than for Cause (but not in connection with an Approved Change of Control as set forth in paragraph (d) below), or (ii) by Executive for Good Reason, Executive shall be entitled to her Executive’s Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two times the sum of (A) Executive’s then current Base Salary and plus (B) the Guaranteed BonusTarget Bonus plus (C) a pro-rata portion of the Target Bonus for the calendar year in which the termination occurs which pro rata amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable performance period during which Executive was employed by the Company; which aggregate amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd fifty third (53rd) day following the date of termination; (ii) a Pro-Rata Bonuscoverage or monthly payments equal to the applicable COBRA premium rate, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which if any, for Executive, Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental spouse and vision insurance benefits and any life insurance benefits for Executive and her dependents, Executive’s eligible dependents for twelve (12) months following termination of employment (at a cost no less favorable than that applicable with respect to other participants in the Company’s any welfare benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, monthly payments to for which Executive of the difference between Executive’s share of the monthly elects COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 fifty two (52) days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd fifty third (53rd) day following the date of termination) (the benefits described in this subsection (ii), the “COBRA Benefits”); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contrary, payment of any or all of the Separation Benefits is expressly contingent upon the Executive’s continued substantial compliance with the terms and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.Accrued

By the Company Other Than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause (and other than due to Disability) at any time upon thirty (30) days’ advance written notice to Executive and Executive may terminate her Executive’s employment hereunder at any time for Good Reason within thirty (30) days following the occurrence of the event constituting Good Reason upon thirty (30) days’ advance written notice to the Company. In the event of a termination of Executive’s employment hereunder by the Company other than for Cause or by Executive for Good Reason, Executive shall be entitled to her Executive’s Accrued Rights (payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the date of termination of Executive’s employment) plus the following benefits (collectively, the “Separation Benefits”): (i) a severance payment equal to two times the sum of (A) one (1) times Executive’s then current Base Salary and plus (B) (1) if the Guaranteed date of termination occurs during the 2011 calendar year, an amount equal to the greater of (a) one half the Target Bonus and (b) a pro-rata portion of the Annual Bonus for the 2011 calendar year, based on actual results of the Company as of the date of termination, which amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable performance period during which Executive was employed by the Company or (2) if the date of termination occurs after the 2011 calendar year, an amount equal to the Target Bonus, which amount shall be paid, subject to the provisions of Section 16 hereof, in a lump-sum on the 53rd fifty third (53rd) day following the date of termination; (ii) a Pro-Rata Bonus, payable at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which Executive’s termination occurs, but in no event later than the end of the calendar year in which such fiscal year ends; (iii) continuation of any fully insured health, dental and vision insurance benefits and any life insurance benefits for Executive and her dependents, for twelve (12) months following termination of employment (at a cost no less favorable than that applicable to other participants in the Company’s benefit plans during such time); (iv) subject to the provisions of Section 16 hereof, coverage or monthly payments to Executive of the difference between Executive’s share of the monthly COBRA premiums for any fully or partially self-funded health, dental and vision plan coverage provided by the Company and the active employee monthly contribution therefor, for twelve (12) months following termination of employment (provided that any such payments otherwise payable to Executive within the first 52 days following such termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the 53rd day following the date of termination); (v) an additional twelve (12) months of vesting credit with respect to the Stock Option. Notwithstanding the foregoing, unless, on or prior to the 52nd day following the date of termination of employment, Executive shall have signed the Release of Claims in the form attached hereto as Exhibit E and such Release of Claims shall have become effective in accordance with its terms, (w) no payment shall be paid or made available to Executive under clause (i) or (iv) of this Section 4(c), (x) the Company shall be relieved of all obligations to make any further payments, or provide or make available any further benefits, to Executive pursuant to clause (ii) or (iii) of this Section 4(c), (y) Executive shall be required to repay the Company, in cash, within five (5) business days after written demand is made therefor by the Company, an amount equal to the value of any payments or benefits received by Executive pursuant to clause (ii) or (iii) of this Section 4(c) and (z) Executive shall forfeit any portion of the Stock Option that vested pursuant to clause (v) of Section 4(c). Notwithstanding anything in this Agreement to the contraryapplicable COBRA premium rate, payment of any or all of the Separation Benefits is expressly contingent upon the if any, for Executive, Executive’s continued substantial compliance with the terms spouse and conditions of Sections 6, 7, 8 and 9 of this Agreement; provided Executive had received notice thereof and failed promptly to cure any such breach to the extent curable. Executive recognizes that, except as expressly provided in this Section 4 or pursuant to the terms of Executive’s equity grant agreements, no compensation is owed to her after termination of her employment.eligible dependents for twenty-four