Common use of By the Company Without Cause Clause in Contracts

By the Company Without Cause. During the Term, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During If the Term, employment of the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is Executive should be terminated by the Company without Cause following for any reason other than Cause, death or Disability, then the initial Public Offering thenCompany shall pay compensation and benefits for the Executive as follows: (A) any and all Base Salary, Target Bonus and any other compensation-related payments that have been earned, including pay in addition lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of his termination of employment that are related to paying Executive any period of employment preceding his termination date (the Final Compensation “Accrued Obligations”). Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (B) the cash portion of the Target Bonus (the “Target Cash Bonus”) for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the effective date of his termination of employment; (C) an amount equal to one and one-half times the sum of (i) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date date of termination, plus (ii) an amount equal to the Target Cash Bonus for which the Executive was eligible during the Restricted Periodlast completed fiscal year, with regardless of whether the first Executive actually received such Target Cash Bonus for that year (the sum of the amounts payable under clauses (B) and (C) hereof constituting the “Severance Payment”); (D) any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of any equity portion of the Target Bonus (the “Unvested RSU Bonus Shares”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment; (E) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment being on the Company’s next regular payroll period which is at least eight (8) business within 60 days following the effective date of the Release Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (defined belowthe “Code”), six months following the effective date of such termination; and (F) to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (provided that or, if the 60-day time period less, for the Release begins in one taxable year and ends in a subsequent taxable yearperiod that the Executive is eligible for such COBRA continuation coverage), the first payment Company shall be pay for or reimburse the Executive on a monthly basis for the excess of (x) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not Company’s medical and health benefits plans had he continued to be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms an employee of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, in addition (ii) the amount of any cash bonus related to paying Executive any year ending before the Final Compensation and subject Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s compliance with Article 7 Base Salary, (iv) an amount equal to two hundred percent (200%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in all material respectswhich the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the Company shall: bonus paid (aor earned, but not yet paid) continue to pay Executive for the Base Salary at fiscal year immediately preceding the rate fiscal year in effect on which the Date of Termination Date during occurs (such average or greater amount, the Restricted Period“Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s standard health insurance benefits for the Restricted Period Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (at such coverage and benefits to be determined on a cost no less favorable than coverage-by-coverage or benefit-by-benefit basis); provided further, that paid by any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive immediately prior or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Termination Date) Executive and the Executive’s spouse or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company dependents pursuant to tax or other penaltiesthis Agreement ; and (cvi) pay Executive an amount equal any other unpaid benefits to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredExecutive is otherwise entitled under any plan, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time policy or times as bonuses are payable to the other executives program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the benefits, which provisions of the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”applicable arrangements). Any obligation of the Company The amounts referred to provide Executive the Severance is conditioned on Executive signing, delivering in clauses (i) through (iv) above will be paid to the Company and not revoking a release, Executive in a form acceptable to the Company (the “Release”), within lump sum no later than sixty (60) days following the Date of his Termination DateTermination, which Release in any event will require Executive to reaffirm his obligations and commitments to with the date of such payment determined by the Company under Section 7 of this Agreement.in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, before the 60th day after termination of the Executive’s employment, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the subsequent taxable year Company shall pay the Executive an amount equal to fifty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 50%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date, with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. (ii) or Subject to Section 19 below, the economic equivalent thereto if Company shall pay the Executive a lump sum on the 60th day after termination of the Executive’s employment, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments (as set forth above). (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, subject to Section 19 below, the Executive will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to Section 19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. (ii) Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 1/2) months after the Termination Date. (iii) The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payments to the Termination Date and the Standard Termination Payments (as described above). (iv) During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 1/2) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above. (vi) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under the Company’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to subsection (c)(v) above and Section 7 of this Agreement19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any time. If Executive’s employment is terminated time upon notice to the Executive by the Company without Cause following Board, effective as of the initial Public Offering then, date specified in addition to paying Executive such notice. In the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive, other than to (ai) pay the Executive the Accrued Obligations; (ii) continue to pay the Executive the his Base Salary at the rate in effect on the Termination Date during date of termination for the Restricted period of twelve (12) months following such termination (the “Continuation Period, ”) in accordance with the first payment being on the Company’s next regular normal payroll period which is at least eight practices for its executives; (8) business iii) continue to provide medical and dental benefits during the Continuation Period (subject to any employee contribution applicable to active employees generally and the Executive’s timely election of continuation coverage under COBRA); (iv) pay the Executive the Annual Bonus, if any, that would otherwise have been payable to him under Section 3(b) of this Agreement with respect to the fiscal year of termination of employment, without regard to the Executive’s termination of employment; (v) pay the Executive the Prior Year Bonus; and (vi) continue to provide the Executive the Annual Bonus for the portion of the Continuation Period beginning after the fiscal year of termination of employment, based on actual performance for the full fiscal year, pro-rated as though the Executive remained employed through the last day of the Continuation Period (collectively, the payments and benefits referred to in clauses (ii), (iii), (iv), (v) and (vi) are referred to as the “Severance Benefit”). The Accrued Obligations shall be payable in a lump sum within thirty (30) days following the effective date of the Release (defined below) (provided that termination of employment. Each of the Prior Year Bonus and the Annual Bonus, if the 60-day time period any, shall be payable when annual bonuses for the Release begins in one taxable applicable fiscal year and ends in a subsequent taxable year, are paid to other senior executives of the first payment Company. The Executive’s equity interests shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid governed by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance applicable BPS equity plan or would otherwise expose and the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementequity agreements.

By the Company Without Cause. During The Company may terminate the TermEmployee’s employment immediately without Cause by giving written notice to the Employee. If the Company terminates under this Section 10(b): (i) The Company shall pay the Employee all amounts owed through the date of termination; (ii) In lieu of any further salary and bonus payments or other payments due to the Employee for periods subsequent to the date of termination, under this Agreement or otherwise, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by shall pay, as severance to the Employee, subject to the Employee executing and delivering to the Company without Cause following a release of the initial Public Offering thenCompany and its affiliates from all known or unknown claims at the date of such termination based upon or arising out of this Agreement, the Employee’s employment, or the termination thereof, in addition form reasonably acceptable to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, Employee (the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below“Release”) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until executed and delivered on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Datefifty-fifth (55th) or day following the economic equivalent thereto if such continuation is not permissible under the terms date of the CompanyEmployee’s health insurance plan or would otherwise expose termination and shall be in the Company to tax or other penalties; and (c) pay Executive form of an effective release agreement for which any applicable revocation period has expired), an amount equal to (w) the pro rata amount product of the Bonus Executive would have earned for Employee’s minimum base annual salary in effect as of the year date of termination multiplied by the number three, payable in which the termination occurred, based on equal installments in accordance with the Company’s performance for payroll periods over the entire two year period following such termination of employment, (x) the Annual Bonus that would have been paid to the Employee in respect of the fiscal year in which the Employee’s termination occurred relative of employment occurs based upon the level of performance actually achieved through the Employee’s date of termination, prorated based on the number of days that the Employee was actually employed during such year, and payable on the date on which the Company would otherwise pay bonuses but in no event later than March 15th of the calendar year following the calendar year of the Employee’s date of termination, (y) 50% of any unpaid Special Retention Installment, payable on the date(s) such installment(s) would otherwise be paid had the Employee’s employment not been terminated, and (z) the remaining 50% of any unpaid Special Retention Installment, payable on the date(s) such installment(s) would otherwise be paid had the Employee’s employment not been terminated, but only if, prior to the performance measurements that date of termination of employment, any of the Employee’s Class B Performance Units (as defined in the Partnership Agreement) were pending converted to a time vesting schedule pursuant to Section 3.8.3 of the Partnership Agreement. Notwithstanding the foregoing, if, at the time the Company terminates Employee’s employment under this Section 10(b), the Company is a reporting company under the Exchange Act (as defined below), and the Employee is a “specified employee for purposes of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code), then any payments under this Section 10(b)(ii) that otherwise would have been paid during the period commencing on the date of termination and ending six months after the last day of the calendar month in which the date of termination occurs shall be paid on the first business day that occurs at the end of the period. (iii) Subject to the Employee’s execution, delivery and non-revocation of the Release, the Company shall maintain in full force and effect for the continued benefit of the Employee during the period commencing on the date of termination and ending on the scheduled expiration of the Term then in effect (without regard to further renewals thereof), all employee benefit plans (except for the Company’s stock incentive plans) and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee’s continued participation is not prohibited under the general terms and provisions of such plans and programs, but, if prohibited, the Company shall, at the Company’s expense, arrange for substantially equivalent benefits or the equivalent cash value if the Company cannot obtain post-employment insurance coverage from any source after engaging in commercially reasonable efforts; provided, however, that notwithstanding the foregoing, there shall only be used included, and Employee shall only be entitled to, those benefit plans or programs that are exempt from the term “nonqualified deferred compensation plan” under Section 409A of the Code. (iv) Subject to determine Executivethe Employee’s bonus execution, delivery and non-revocation of the Release, the Company shall provide the Employee with reimbursement not to exceed $25,000 for the reasonable costs incurred for outplacement services, provided that such yearcash allowance shall apply only to those costs or obligations that are incurred by the Employee during the twelve month period following the date of the Employee’s termination of employment. Any such prorated Bonus Such reimbursement shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by the Employee in connection with outplacement activities. Notwithstanding anything in Section 10(b) to the contrary, no amount shall be payable at such time or times as bonuses are payable pursuant to this Section 10(b) unless Employee has incurred a Separation from Service (within the other executives meaning of Section 409A(a)(2)(A)(i) of the Company (the benefitsCode, which the parties acknowledge are not required and Treasury Regulation Section 1.409A-1(h) by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation reason of a termination of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to Employee’s employment by the Company under this Section 7 of this Agreement10(b).

By the Company Without Cause. During If the Term, employment of the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is Executive should be terminated by the Company without Cause following for any reason other than Cause, death or Disability, then the initial Public Offering thenCompany shall pay compensation and benefits for the Executive as follows: (A) any and all Base Salary, Target Bonus and any other compensation-related payments that have been earned, including pay in addition lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of her termination of employment that are related to paying Executive any period of employment preceding her termination date (the Final Compensation “Accrued Obligations”). Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (B) the cash portion of the Target Bonus (the “Target Cash Bonus”) for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the effective date of her termination of employment; (C) an amount equal to one and one-half times the sum of (i) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date date of termination, plus (ii) an amount equal to the Target Cash Bonus for which the Executive was eligible during the Restricted Periodlast completed fiscal year, with regardless of whether the first Executive actually received such Target Cash Bonus for that year (the sum of the amounts payable under clauses (B) and (C) hereof constituting the “Severance Payment”); (D) any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of any equity portion of the Target Bonus (the “Unvested RSU Bonus Shares”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment; (E) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment being on the Company’s next regular payroll period which is at least eight (8) business within 60 days following the effective date of the Release Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (defined belowthe “Code”), six months following the effective date of such termination; and (F) to the extent to which the Executive is eligible for and elects to receive continued coverage for herself and, if applicable, her eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (provided that or, if the 60-day time period less, for the Release begins in one taxable year and ends in a subsequent taxable yearperiod that the Executive is eligible for such COBRA continuation coverage), the first payment Company shall be pay for or reimburse the Executive on a monthly basis for the excess of (x) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not Company’s medical and health benefits plans had she continued to be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms an employee of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the subsequent taxable year Company shall pay the Executive an amount equal to fifty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 50%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date. (ii) or The Company shall pay the economic equivalent thereto if Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments. (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, the Executive will be reimbursed, on a net after-tax basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, the Company may pay for or may procure individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During If the Term, employment of the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is Executive should be terminated by reason of termination by the Company without Cause following for any reason other than Cause, death or Disability, then the initial Public Offering thenCompany shall pay compensation and benefits for the Executive as follows: (A) any and all Base Salary, Incentive Bonus and any other compensation-related payments that have been earned, including pay in addition lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of his termination of employment that are related to paying Executive any period of employment preceding his termination date (the Final Compensation “Accrued Obligations”). Any Incentive Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (B) an amount equal to the sum of (A) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date date of termination, plus (B) an amount equal to the Target Cash Bonus for which the Executive was eligible during the Restricted Periodlast completed fiscal year, with regardless of whether the first Executive actually received such Target Cash Bonus for that year, plus (C) the Target Cash Bonus for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the effective date of his termination of employment (the sum of items A, B and C constituting the “Severance Payment”); (C) any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of the Target RSU Bonus (the “Unvested RSU Bonus Shares”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment; (D) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment being on the Company’s next regular payroll period which is at least eight (8) business within 60 days following the effective date of the Release Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (defined belowthe “Code”), six months following the effective date of such termination; and (E) to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (provided that or, if the 60-day time period less, for the Release begins in one taxable year and ends in a subsequent taxable yearperiod that the Executive is eligible for such COBRA continuation coverage), the first payment Company shall be pay for or reimburse the Executive on a monthly basis for the excess of (x) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not Company’s medical and health benefits plans had he continued to be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms an employee of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate ExecutiveEmployee’s employment without Cause at any timetime upon thirty (30) days written notice to Employee. If ExecutiveEmployee’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to immediately paying Executive Employee the Final Compensation and subject Final Bonus, Employee shall be paid severance equal to Executive’s compliance with Article 7 in all material respects, twenty-four (24) months Base Salary (the “Severance Payment”). Any obligation of the Company shallto provide Employee the Severance Payment is conditioned on Employee signing, delivering to the Company and not revoking a release in a similar form to the form attached hereto as Exhibit B (the “Release”) within sixty (60) days of his Termination Date. The Severance Payment paid in accordance with the following schedule: (ai) continue to pay Executive the Base Salary at first payment of $337,000 of the rate Severance Payment will be payable in effect on the Termination Date during the Restricted Periodeight (8) equal payments, with (A) the first payment being on at the Company’s next regular payroll period which is at least eight five (8) 5) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive Employee terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); , and (bB) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms each of the Company’s health insurance plan or would otherwise expose remaining seven (7) payments (the Company to tax or other penalties“Quarterly Payments”) being paid on the next payroll period following the third, sixth, ninth, twelfth, fifteenth, eighteenth and twenty-first month anniversary dates of the first payment; and (cii) pay Executive an amount equal to the pro rata remaining amount of the Bonus Executive would have earned for Severance Payment will be payable in nine (9) equal monthly payments with the year in which the termination occurred, based first of such payments being paid on the Companyfirst payroll period coinciding with or next following one (1) month after the last Quarterly Payment, and each of the remaining eight (8) payments being paid monthly thereafter. In the event the Company terminates Employee’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination employment without Cause, any and to be used to determine Executive’s bonus for such year. Any such prorated Bonus all incentive or other unvested grants or deferred compensation awards shall be payable at such time or times fully and immediately vested as bonuses are payable to the other executives of the Company (Termination Date without any further action by Employee or the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementCompany.

By the Company Without Cause. During the Term, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is this Agreement shall be ---------------------------- terminated by the Company without Cause following Without Cause: (i) The Company shall pay to the initial Public Offering thenEmployee, in addition to paying Executive a lump sum in cash within 30 days after the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsDate of Termination, the Company shall: sum of (aA) continue to pay Executive the aggregate of the Employee's Base Salary at the rate (as in effect on the Termination Date during of Termination) through the Restricted PeriodDate of Termination, with if not theretofore paid, and, in the first case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company, (B) a severance payment being equal to one year of Base Salary (as in effect on the Company’s next regular payroll period which is at least eight (8) business days following Date of Termination) plus the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive target bonus that would have earned be payable to the Employee for the year in which the termination occurred, based on occurs (such target bonus amount to be payable regardless of the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus 's actual results for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable ); and (C) if the same has not been previously paid to the other executives Employee, the incentive bonus, if any, earned by the Employee as provided in Section 2.2 of this Agreement for the year preceding the year of termination (Notwithstanding the foregoing, unless the Company shall have terminated this Agreement Without Cause within six months of a Change in Control, the amount provided in clause (B) may be paid, at the Company's option, over a twelve-month period commencing on the Date of Termination in 24 equal semi-monthly installments, rather than in a lump sum.); and (ii) for the 12-month period following the Date of Termination, the Employee and the Employee's dependents shall continue to be eligible to participate in the medical benefit plans and arrangements of the Company Company, on the same terms and conditions (including the benefits, which amount of Employee's required contributory premium payments) in effect for the parties acknowledge are not required by law, outlined in Section(sEmployee and the Employee's dependents immediately prior to the Date of Termination; and (iii) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company will provide the Employee with executive-level outplacement services through Manchester Partners International or a comparable outplacement services company; provided -------- however, that the Company shall not be required to provide Executive spend more than ------- $15,000 for such services. The Company's obligations under this Section 4.2 shall terminate if the Severance is conditioned on Executive signingEmployee violates his obligations under Sections 6, delivering 7 or 8 hereof, and the Company shall have no obligation to make any remaining payments to the Company Employee after the date of any such violation. The parties agree that the benefits provided in this Section 4.2 are the sole and not revoking a release, in a form acceptable exclusive remedies available to the Company (Employee in the “Release”), within sixty (60) days event of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementtermination Without Cause.

By the Company Without Cause. During The Company may terminate this Agreement and Employee's employment under this Agreement at any time without stated cause upon at least two (2) weeks' written notice to Employee (the Term"Notice Period"). The Company, in its sole discretion, may elect for Employee not to serve out part or all of the Notice Period. Upon any such termination by the Company under this Section 4, Employee shall be entitled to receive compensation earned through the effective date of such termination and, thereafter, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by shall have no further obligations hereunder; provided, however, if the Company without Cause following terminates this Agreement prior to the initial Public Offering thenexpiration of the Initial Term, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, then the Company shall: : (ai) continue pay Employee an amount equal to pay Executive the Employee's Base Salary at the rate for six (6) months payable in effect on the Termination Date during the Restricted Period, accordance with the first payment being on Company's normal payroll schedule over the Company’s next regular payroll six-month period which is at least eight (8) business days following the effective date of termination (the Release "Severance Period"), subject to customary deductions and withholding taxes and such other deductions and withholdings as are required by law; and, (defined belowii) (provide continuing coverage for Employee and his eligible dependents, under the Company's medical and dental benefit plans, programs, and policies then in effect if permitted until the earlier of the expiration of the Severance Period or the date that Employee becomes eligible for substantially equivalent coverage and benefits under the plan and programs of a subsequent employer, provided that if by the 60-day time period for terms of such benefit plans, Employee or his family cannot be covered after termination of employment, and if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Release begins in one taxable year and ends in a subsequent taxable year, Company's health insurance plan pursuant to the first payment shall be paid in the subsequent taxable year Consolidated Omnibus Budget Reconciliation Act (for example, if Executive terminates on December 1"COBRA"), then the first payment Company shall not be paid reimburse Employee for the cost of such continued insurance coverage until on or after January 1 the earlier of the next year, regardless expiration of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Severance Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic date that Employee becomes eligible for substantially equivalent thereto if such continuation is not permissible coverage and benefits under the terms plan and programs of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementsubsequent employer.

By the Company Without Cause. During the Term, the Company may terminate 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO at any time without Cause at any timeby delivery of a written notice of termination to the Executive. If the Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsunder this Section (E), the Company shall: (a) continue Executive shall be entitled to pay Executive the receive: a. all Base Salary at and benefits due to the rate in effect on Executive through the Date of Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period and a pro-rata portion of any Bonus Plan or other compensation to which she is at least eight (8) business days following the effective date otherwise entitled as of the Release (defined below) (provided that if Date of Termination, which Bonus Plan amount will be determined after the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 end of the next year, regardless of when fiscal year for which the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive Bonus Plan was in place; b. an amount equal to the pro rata Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 2. The amount in clause 1(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Bonus Executive would have earned Date of Termination and for the year remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (E) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the termination occurred, based Company and the Executive are parties on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time Date of termination and to be used to determine Executive’s bonus for such yearTermination. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefitsIn addition, which the parties acknowledge are not required all amounts contributed by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the Severance is conditioned terms of the CAP as in effect on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days Date of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementTermination.

By the Company Without Cause. During the Term, the Company may terminate 1. The Executive’s employment may be terminated by the Board upon recommendation of the CEO at any time without Cause at any timeby delivery of a written notice of termination to the Executive. If the Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsunder this Section (E), the Company shall: (a) continue Executive shall be entitled to pay Executive the receive: a. all Base Salary at and benefits due to the rate in effect on Executive through the Date of Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period and a pro-rata portion of any Bonus Plan or other compensation to which he is at least eight (8) business days following the effective date otherwise entitled as of the Release (defined below) (provided that if Date of Termination, which Bonus Plan amount will be determined after the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 end of the next year, regardless of when fiscal year for which the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive Bonus Plan was in place; b. an amount equal to the pro rata Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and c. group medical benefits for eighteen (18) months after the Date of Termination. 2. The amount in clause 1(b) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Bonus Executive would have earned Date of Termination and for the year remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (E) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the termination occurred, based Company and the Executive are parties on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time Date of termination and to be used to determine Executive’s bonus for such yearTermination. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefitsIn addition, which the parties acknowledge are not required all amounts contributed by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the Severance is conditioned terms of the CAP as in effect on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days Date of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementTermination.

By the Company Without Cause. During (i) The Company may terminate the TermEmployee's employment under this Agreement without Cause, and other than by reason of his death or Disability, by sending written notice of termination to the Employee, which notice shall specify a date not more than ninety (90) days after the date of such notice as the effective date of such termination (the "Termination Date"). From the date of such notice through the Termination Date, the Employee shall continue to perform the normal duties of his employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Employee hereunder. Promptly (and in any event within 60 days) following the Termination Date, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by shall pay to the Company without Cause following Employee (A) the initial Public Offering thenStandard Termination Payments, together with additional salary payments equal to and in addition lieu of the Employee's accrued and unused vacation, plus (B) a lump sum severance benefit in an amount equal to paying Executive two times the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate Employee's base salary as in effect on the Termination Date during Date. The Employee shall have no obligation whatsoever to mitigate any damages, costs or expenses suffered or incurred by the Restricted PeriodCompany with respect to the severance obligations set forth in this Section 5(c)(i) and, with except as set forth in subsection (ii) of this Section, no such severance payments received or receivable by the first payment being on Employee shall be subject to any reduction, offset, rebate or repayment as a result of any subsequent employment or other business activity by the Executive. (ii) Following any termination of the Employee's employment pursuant to this Section 5(c), the Company shall also be obligated to provide continued coverage under the Company’s next regular payroll 's medical, dental and life insurance benefit plans or arrangements with respect to the Employee for a period which is at least eight (8) business days of two years following the effective date of Termination Date (whether or not such period would extend beyond the Release (defined belowTerm) (provided that or, if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation Employee is not permissible eligible for continuing coverage under the terms of the Company’s health insurance plan such plans or would otherwise expose arrangements, the Company shall provide substantially similar coverage on an individual basis for such period. The Company's obligation to tax or other penalties; and (cprovide continued benefits coverage in accordance with this Section 5(c)(ii) pay Executive an amount equal shall be subject to mitigation to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements extent that were pending at the time of termination and to be used to determine Executive’s bonus for substantially similar benefits are provided by any successor employer during such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementcontinuation period.

By the Company Without Cause. During If the Term, employment of the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is Executive should be terminated by reason of termination by the Company without Cause following for any reason other than Cause, death or Disability, then the initial Public Offering thenCompany shall pay compensation and benefits for the Executive as follows: (A) any and all Base Salary, Incentive Bonus and any other compensation-related payments that have been earned, including pay in addition lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of her termination of employment that are related to paying Executive any period of employment preceding her termination date (the Final Compensation “Accrued Obligations”). Any Incentive Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (B) an amount equal to the sum of (A) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date date of termination, plus (B) an amount equal to the Target Cash Bonus for which the Executive was eligible during the Restricted Periodlast completed fiscal year, with regardless of whether the first Executive actually received such Target Cash Bonus for that year, plus (C) the Target Cash Bonus for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the effective date of her termination of employment (the sum of items A, B and C constituting the “Severance Payment”); (C) any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of the Target RSU Bonus (the “Unvested RSU Bonus Shares”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment; (D) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment being on the Company’s next regular payroll period which is at least eight (8) business within 60 days following the effective date of the Release Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (defined belowthe “Code”), six months following the effective date of such termination; and (E) to the extent to which the Executive is eligible for and elects to receive continued coverage for herself and, if applicable, her eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (provided that or, if the 60-day time period less, for the Release begins in one taxable year and ends in a subsequent taxable yearperiod that the Executive is eligible for such COBRA continuation coverage), the first payment Company shall be pay for or reimburse the Executive on a monthly basis for the excess of (x) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not Company’s medical and health benefits plans had she continued to be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms an employee of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment with the Company without Cause at any timetime upon five (5) days’ notice to the Executive unless the Company specifies a later date, in which case, termination shall be effective as of such later date; provided that the Company may set a termination date (the “Separation Date”) at any time between the date of notice and the end of the five (5) day period, so long as Executive receives compensation through the required notice period. If In the event of such termination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s employment is terminated by the Company without Cause following the initial Public Offering thendeath or disability), in addition to paying Executive the any Final Compensation and due to the Executive, subject to Executive’s compliance with Article 7 in all material respectsSection 6 below, the Company shall: (a) continue shall pay to pay the Executive the following (the “Severance Benefits”), provided that the total amount of the cash portion of Severance Benefits will not exceed two hundred percent (200%) of the Executive’s Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release termination: (defined belowi) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) will pay the Executive an amount equal to the pro rata amount Base Salary, at the rate in effect on the date of termination, for a period of twelve (12) months following the Bonus Executive would have earned date of termination (the “Severance Period”). The Severance Period will be extended for the one (1) month for each year of employment after twelve (12) months up to a maximum Severance Period of eighteen (18) months. The foregoing payment will be paid in which the termination occurred, based equal installments on the Company’s performance for usual payroll dates over the entire six (6) month period following the Separation Date, except in the case of a termination in connection with a Merger/Sale, in which case such payment shall be made in a single, undiscounted, lump sum payment within thirty (30) days following the date of termination of the Executive’s employment or at the close of the transaction, whichever is earlier. (ii) the Company will pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical plans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms and timely and properly elects to receive COBRA continuation coverage, during the Severance Period. (iii) the Company will pay to the Executive the portion of the bonus based on the Executive’s achievement, as of the termination date, of milestones and achievements, as determined by the Company Board or the compensation committee thereof; except in the case of a termination in connection with a Merger/Sale, in which case the Company will pay to the Executive an amount equal to a pro-rata portion (based on the number of months elapsed between the commencement of the Company’s fiscal year in which and the date of the termination occurred relative of the Executive’s employment due to a Merger/Sale) of the maximum target incentive and bonus compensation that would have been payable to Executive in accordance with Section 4(b) above if the Executive’s employment continued through to the performance measurements that were pending at end of the time then-current fiscal year. The pro rata bonus payment will be made together with and on the same schedule as the payment of termination and to be used to determine the Base Salary portion of the Severance Benefits. (iv) (A) if Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to termination without Cause is the other executives result of a Merger/Sale, the Company (Parent Board will accelerate the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation vesting of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.time-based stock option awards;

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, before the 60th day after termination of the Executive’s employment, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the subsequent taxable year Company shall pay the Executive an amount equal to forty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 40%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date, with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. (ii) or Subject to Section 19 below, the economic equivalent thereto if Company shall pay the Executive a lump sum on the 60th day after termination of the Executive’s employment, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments (as set forth above). (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, subject to Section 19 below, the Executive will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to Section 19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the The Company may terminate Executive’s your employment hereunder without Cause at any timeCause. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, in addition to paying Executive Final Compensation, you shall be entitled to the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shallfollowing: (ai) continue provided that no benefits are payable to pay Executive the you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the Termination Date during date of termination, less applicable withholdings and deductions, paid in a lump sum as provided below (the Restricted Period, with the first payment being on “Severance Payment”); (ii) if you are participating in the Company’s next regular payroll group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve (12) months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the “COBRA Premiums”); (iii) at least eight (8) business your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Termination Without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A. Xx. Xxxxxx X. Burke July 25, 2006 Page 6 of 9 Any obligation of the Company to you in Paragraph 9(c) is conditioned upon you signing and returning to the Company a timely and effective release of claims in the form provided by the Company (the “Release of Claims”). The Release of Claims required for separation benefits in accordance with this Section 9(c) creates legally binding obligations on your part and the Company and its Affiliates therefore advise you to seek the advice of an attorney before signing it. The Severance Payments shall be payable and due as a lump sum and COBRA Premiums will commence thirty (30) days following the later of the effective date of the Release (defined below) (provided that if of Claims or the 60-day time period for date the Release begins in one taxable year and ends in a subsequent taxable yearof Claims, the first payment shall be paid in the subsequent taxable year (for examplesigned by you, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid received by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the The Company may terminate Executive’s your employment hereunder without Cause at any timeCause. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, in addition to paying Executive Final Compensation, you shall be entitled to the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shallfollowing: (ai) continue provided that no benefits are payable to pay Executive the you under a separate severance agreement as a result of such termination, an amount equal to six (6) months of your Base Salary at the rate in effect on the Termination Date during date of termination, or, in the Restricted Periodevent termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction, with twelve (12) months of your Base Salary at the first payment being rate in effect on the date of termination, as applicable, provided however, that in the event of your termination without Cause occurs at such time as the Company’s next regular payroll period which business is being discontinued because rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company this amount shall be reduced to four (4) months of your Base Salary at least eight the rate in effect on the date of termination, in either case less applicable withholdings and deductions, paid in a lump sum as provided below (8) business the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for six (6) months following (the “6-Month Tail Period”) or, in the event termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction, twelve (12) months following (the “12-Month Tail Period” and, collectively with the 6-Month Tail Period, the “Tail Period”), as applicable, or for the continuation period for which Employee is eligible, whichever is longer and in the event the continuation period is provided by state law and is less than the applicable Tail Period, pay to you the premium payments it would have made for the remainder of the applicable Tail Period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you shall vest in full upon the occurrence of your termination without Cause within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction that is consummated on or prior to December 31, 2013, accelerated to one hundred percent (100%) vesting in the event your termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction that is consummated on or after January 1, 2014; (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the termination without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A. Any obligation of the Company to you in Paragraph 9(c) is conditioned upon you signing and returning to the Company a timely and mutually agreeable effective release of claims (the “Release of Claims”) which the form is attached as Exhibit A. The Release of Claims required for separation benefits in accordance with this Section 9(c) creates legally binding obligations on your part and the Company and its Affiliates therefore advise you to seek the advice of an attorney before signing it. The Severance Payments shall be payable and due as a lump sum and COBRA Premiums will commence thirty (30) days following the later of the effective date of the Release (defined below) (provided that if of Claims or the 60-day time period for date the Release begins in one taxable year and ends in a subsequent taxable yearof Claims, the first payment shall be paid in the subsequent taxable year (for examplesigned by you, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid received by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company , subject to tax or other penalties; and (cParagraph 12(d) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementhereof.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company upon thirty (30) days’ prior written notice without Cause at any timeby delivery of a Notice of Termination to the Executive. If In the event that the Executive’s employment is terminated pursuant to this Section 4.6 during the Term, the Executive shall be entitled to receive: (i) Base Salary to be provided to the Executive under this Agreement through the second anniversary of the Date of Termination payable in accordance with the Company’s ordinary payroll policies (whether or not the Term shall have expired during such period) with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination; (ii) an amount equal to two (2) times the Executive’s average annual cash bonus for the prior three (3) calendar years pursuant to any cash bonus plan maintained by the Company without Cause (other than the LTCP) in respect of the fiscal years preceding the Date of Termination, payable over the twenty-four (24) months following the initial Public Offering then, Date of Termination in addition to paying Executive accordance with the Final Compensation and subject to Company’s ordinary payroll practices with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s compliance with Article 7 Date of Termination; (iii) in all material respectslieu of any benefits continuation following Termination, the Company shall: (a) continue shall pay a lump sum payment, in cash, equal to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date estimated cost of the Release (defined below) (provided that if the 60-day time period procuring for the Release begins in one taxable year Executive and ends in a subsequent taxable yearhis dependents: life, the first payment shall be paid in the subsequent taxable year (for exampledisability, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s accident and health insurance benefits for a period of two years following the Restricted Period Date of Termination; and (at a cost no less favorable than that paid by iv) any other unpaid benefits to which the Executive immediately prior is otherwise entitled under any other plan, policy or program of the Company applicable to the Termination Date) or Executive as of the economic equivalent thereto if such continuation is not permissible under Date of Termination, in accordance with the terms of such plan, policy or program. In addition, subject to the Company’s health insurance plan or would otherwise expose last sentence of this Section 4.6, the vesting of all then outstanding options to acquire stock of the Company and all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and scheduled to tax or other penalties; vest during the 12 month period following the Date of Termination shall be accelerated, and any such options shall remain exercisable until the earlier of (x) the second anniversary of the Date of Termination and (cy) pay Executive the otherwise applicable normal expiration date of such option (these rights together with the payments and benefits enumerated in subsection (i) through (v) above shall be referred to as the “Severance Payments”). The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an amount equal “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to the pro rata amount extent applicable. For the avoidance of doubt, settlement of any restricted stock units, the Bonus vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.6, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. As conditions precedent to receiving the Severance Payments contemplated by this Section 4.6, (a) the Executive would have earned for the year in which the termination occurredagrees to sign, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of his employment, a customary release of all claims in favor of the Company (the benefitsCompany, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), its directors and officers and (b) and (c) are collectively referenced as all applicable revocation periods shall have ended prior to the “Severance”)scheduled receipt of any Severance Payment. Any obligation Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementapplicable award agreement.

By the Company Without Cause. During the Term, the Company may terminate Executive’s 's employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, in addition (ii) the amount of any cash bonus related to paying Executive any year ending before the Final Compensation and subject Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s compliance with Article 7 Base Salary, (iv) an amount equal to two hundred percent (200%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in all material respectswhich the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the Company shall: bonus paid (aor earned, but not yet paid) continue to pay Executive for the Base Salary at fiscal year immediately preceding the rate fiscal year in effect on which the Date of Termination Date during occurs (such average or greater amount, the Restricted Period“Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s standard health insurance benefits for the Restricted Period Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (at such coverage and benefits to be determined on a cost no less favorable than coverage-by-coverage or benefit-by-benefit basis); provided further, that paid by any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive immediately prior or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Termination Date) Executive and the Executive’s spouse or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company dependents pursuant to tax or other penaltiesthis Agreement; and (cvi) pay Executive an amount equal any other unpaid benefits to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredExecutive is otherwise entitled under any plan, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time policy or times as bonuses are payable to the other executives program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the benefits, which provisions of the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”applicable arrangements). Any obligation of the Company The amounts referred to provide Executive the Severance is conditioned on Executive signing, delivering in clauses (i) through (iv) above will be paid to the Company and not revoking a release, Executive in a form acceptable to the Company (the “Release”), within lump sum no later than sixty (60) days following the Date of his Termination DateTermination, which Release in any event will require Executive to reaffirm his obligations and commitments to with the date of such payment determined by the Company under Section 7 of this Agreement.in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 7 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this Agreementsubsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the subsequent taxable year Company shall pay the Executive an amount equal to forty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 40%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date. (ii) or The Company shall pay the economic equivalent thereto if Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments. (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, the Executive will be reimbursed, on a net after-tax basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, the Company may pay for or may procure individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the The Company may terminate Executive’s your employment hereunder without Cause at any timeCause. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, in addition to paying Executive the Final Compensation and subject (as defined below), you shall be entitled to Executive’s compliance with Article 7 the following: (i) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, in all material respectsthe event termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction (as defined below), the Company shall: six (a6) continue to pay Executive the months of your Base Salary at the rate in effect on the Termination Date during date of termination, as applicable, less applicable withholdings and deductions, paid in a lump sum as provided below (the Restricted Period, with the first payment being on “Severance Payment”); (ii) if you are participating in the Company’s next regular payroll period which is at least eight group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay, in the event termination without Cause occurs within thirty (8) business 30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction, that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for six (6) months following (the “Tail Period”) pay to you the premium payments it would have made for the remainder of the applicable Tail Period (the “COBRA Premiums”); (iii) one hundred percent (100%) of any unvested stock options or unvested restricted shares held by you shall vest in full in the event your termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the termination without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A. Any obligation of the Company to you in Section 1(a) is conditioned upon you signing and returning to the Company a timely and mutually agreeable effective release of claims (the “Release of Claims”) which form is attached as Exhibit A. The Release of Claims required for separation benefits in accordance with this Section 1(a) creates legally binding obligations on your part and the Company and its Affiliates therefore advise you to seek the advice of an attorney before signing it. The Severance Payments shall be payable and due as a lump sum and COBRA Premiums will commence thirty (30) days following the later of the effective date of the Release (defined below) (provided that if of Claims or the 60-day time period for date the Release begins in one taxable year and ends in a subsequent taxable yearof Claims, the first payment shall be paid in the subsequent taxable year (for examplesigned by you, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid received by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company , subject to tax or other penalties; and (cSection 3(d) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementhereof.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, (ii) in addition the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to paying the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, (iii) a bonus payment based on the Final Compensation extent to which performance goals relating to such bonus are ultimately achieved, pro-rated based on the Fiscal Year that the Executive worked for the Company, and subject payable on the date when such bonus opportunities would have been paid absent termination of employment, (iv) an amount equal to two hundred percent (200%) of the sum of (A) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the then-current rate in effect on the Termination Date during the Restricted Periodof Base Salary, with the first payment being on the Company’s next regular payroll period which is at least eight plus (8) business days following the effective date of the Release (defined belowB) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount Executive’s average annual cash bonus based on the two Fiscal Years preceding the year of termination, and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Bonus Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i), (ii) and (iv) above will be paid to the Executive immediately following the expiration of the Severance Delay Period, in accordance with the Company’s normal payroll policies and procedures. Additionally, if the Executive’s employment is terminated pursuant to this Section 9(e), notwithstanding anything contained in any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units: (i) the number of Performance Units, if any, that were earned during a completed performance period but remain unvested, multiplied by a fraction, the numerator of which is the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, payment for which shall be processed immediately following the expiration of the Severance Delay Period; and (ii) the number of the Performance Units, if any, for performance periods that are ongoing as of the Date of Termination and for which at least one year of the performance period has elapsed as of the Date of Termination, multiplied by a fraction, the numerator of which is the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, with the settlement of such performance units to occur after the completion of the applicable performance period based upon the Company’s actual performance as determined following the completion of the applicable performance periods in accordance with the terms of the Performance Unit grant documents and with payment to be made as soon as administratively practicable after the end of the performance period stated in the applicable grant documents and at the time the Executive would have earned for received payment had the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementremained employed.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, in addition (ii) the amount of any cash bonus related to paying Executive any year ending before the Final Compensation and subject Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s compliance with Article 7 Base Salary, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in all material respectswhich the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the Company shall: bonus paid (aor earned, but not yet paid) continue to pay Executive for the Base Salary at fiscal year immediately preceding the rate fiscal year in effect on which the Date of Termination Date during occurs (such average or greater amount, the Restricted Period“Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s standard health insurance benefits for the Restricted Period Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (at such coverage and benefits to be determined on a cost no less favorable than coverage-by-coverage or benefit-by-benefit basis); provided further, that paid by any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive immediately prior or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Termination Date) Executive and the Executive’s spouse or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company dependents pursuant to tax or other penaltiesthis Agreement; and (cvi) pay Executive an amount equal any other unpaid benefits to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredExecutive is otherwise entitled under any plan, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time policy or times as bonuses are payable to the other executives program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the benefits, which provisions of the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”applicable arrangements). Any obligation of the Company The amounts referred to provide Executive the Severance is conditioned on Executive signing, delivering in clauses (i) through (iv) above will be paid to the Company and not revoking a release, Executive in a form acceptable to the Company (the “Release”), within lump sum no later than sixty (60) days following the Date of his Termination DateTermination, which Release in any event will require Executive to reaffirm his obligations and commitments to with the date of such payment determined by the Company under Section 7 of this Agreement.in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

By the Company Without Cause. During (a) The Company may terminate the TermExecutive's employment under this Agreement without Cause, and other than by reason of his death or Disability, by sending written notice of termination to the Executive, which notice shall specify a date within ten (10) days after the date of such notice as the effective date of such termination (the "Termination Date"). From the date of such notice through the Termination Date, the Executive shall continue to perform the normal duties of his employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, subject to Section 4.5 herein, the Company may terminate Executive’s employment without Cause at any time. shall pay the Executive an amount equal to the Base Salary that the Executive would have been entitled to receive for the period commencing as of the Termination Date through the Employment Term in such periodic installments as were being paid immediately prior to the Termination Date. (b) The Company shall pay the Executive the Short Term Incentive Payment that the Executive would have been entitled to receive from the Termination Date through the Employment Term. (c) The Company shall also be obligated to pay to the Executive the Standard Termination Payments. (d) If Executive’s employment the Executive is terminated by the Company without Cause following during the initial Public Offering thenInitial Employment Term, then for the period commencing as of the Termination Date through the Initial Employment Term, the Executive and the Executive's dependents shall be entitled to coverage under the "employee welfare benefit plans" (as defined in addition Section 3(1) of the Employee Retirement Income Security Act of 1974) provided by the Company to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectscomparable executives. In lieu of such continued coverage, the Company shall: may reimburse the Executive on a net after-tax basis, for the cost of individual insurance coverage for the Executive and the Executive's dependents under a policy or policies that provide benefits not less favorable than the benefits provided under such employee welfare benefit plans. The coverage provided under this subsection (ad) continue shall be secondary to pay any coverage provided to the Executive and the Base Salary at Executive's dependents by another employer of the rate in effect Executive. (e) In addition, on the Termination Date during the Restricted Period, with Executive's Retention Bonus and the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior Option to the Termination Date) extent not then vested or paid shall immediately vest and become payable and/or exercisable in full, notwithstanding the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementprovisions thereof.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment with the Company without Cause at any timetime upon five (5) days’ notice to the Executive unless the Company specifies a later date, in which case, termination shall be effective as of such later date; provided that the Company may set a termination date (the “Separation Date”) at any time between the date of notice and the end of the five (5) day period, so long as Executive receives compensation through the required notice period. If In the event of such termination (which shall not, for the avoidance of doubt, include a termination of employment by reason of the Executive’s employment is terminated by the Company without Cause following the initial Public Offering thendeath or disability), in addition to paying Executive the any Final Compensation and due to the Executive, subject to Executive’s compliance with Article 7 in all material respectsSection 6 below, the Company shall: (a) continue shall pay to pay the Executive the following (the “Severance Benefits”), provided that the total amount of the cash portion of Severance Benefits will not exceed two hundred percent (200%) of the Executive’s Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release termination: (defined belowi) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) will pay the Executive an amount equal to the pro rata amount Base Salary, at the rate in effect on the date of termination, for a period of twelve (12) months following the Bonus Executive would have earned date of termination (the “Severance Period”). The Severance Period will be extended for the one (1) month for each year of employment after twelve (12) months up to a maximum Severance Period of twenty-four (24) months. The foregoing payment will be paid in which the termination occurred, based equal installments on the Company’s performance for usually payroll dates over the entire six (6) month period following the Separation Date, except in the case of a termination in connection with a Merger/Sale, in which case such payment shall be made in a single, undiscounted, lump sum payment within thirty days following the date of termination of the Executive’s employment or at the close of the transaction, whichever is earlier. (ii) the Company will pay the Executive an amount equal to the full premium cost of the Executive’s participation in the Company’s group medical plans pursuant to the federal law known as COBRA, provided that the Executive is entitled to continue such participation under applicable law and plan terms and timely and properly elects to receive COBRA continuation coverage, during the Severance Period. (iii) the Company will pay to the Executive the portion of the bonus based on the Executive’s achievement, as of the termination date, of milestones and achievements, as determined by the Company Board or the compensation committee thereof; except in the case of a termination in connection with a Merger/Sale, in which case the Company will pay to the Executive an amount equal to a pro-rata portion (based on the number of months elapsed between the commencement of the Company’s fiscal year in which and the date of the termination occurred relative of the Executive’s employment due to a Merger/Sale) of the maximum target incentive and bonus compensation that would have been payable to Executive in accordance with Section 4(b) above if the Executive’s employment continued through to the performance measurements that were pending at end of the time then-current fiscal year. The pro rata bonus payment will be made together with and on the same schedule as the payment of termination and to be used to determine the Base Salary portion of the Severance Benefits. (iv) (A) if Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to termination without Cause is the other executives result of a Merger/Sale, the Company (Parent Board will accelerate the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation vesting of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.time-based stock option awards;

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any timetime upon notice to the Executive. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive, other than for (ai) any earned, but unpaid, Base Salary through the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on the number of days preceding the Executive’s termination in the fiscal year of termination) of the Target Bonus; (iv) a lump sum equal to twenty-four (24) months of Base Salary; (v) a lump sum equal to one times the Target Bonus; and (vi) any unreimbursed business expenses. In addition, (x) the Company shall continue the benefits contemplated by Section 4(h) for the period contemplated therein, and (y) subject to any employee contribution applicable to employees and their dependents generally, for the twelve (12) month period following termination, or if earlier, until the date that the Executive becomes eligible for coverage with a subsequent employer, the Company shall continue to pay contribute to the premium cost of coverage for the Executive and the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on Executive’s dependents under the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (medical and dental plans provided that if the 60-day time period for the Release begins a timely COBRA election is made. The payments referred to in one taxable year and ends in a subsequent taxable yearclauses (i), the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (bii) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (cvi) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus above shall be payable at such time or times as bonuses are payable to in a lump-sum within thirty (30) days after the other executives date of the Company termination. The Company’s payments under clauses (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(aiii), (biv) and (cv) are collectively referenced above, as well as the “Severance”). Any obligation of continued contribution toward medical and dental premiums, are expressly conditioned upon the Company to provide Executive the Severance is conditioned on Executive signing, executing and delivering to the Company a timely and not revoking a releaseeffective Separation Agreement. Payment under clauses (iii), (iv) and (v) will be made within thirty (30) days after the Company’s receipt of the Separation Agreement. Other than as set forth in a form acceptable this clause (d), the Company shall have no further obligation to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementExecutive.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to forty percent (40%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. (ii) Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 1/2) months after the Termination Date. (iii) The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payments to the Termination Date and the Standard Termination Payments (as described above). (iv) During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 1/2) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above. (vi) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under the Company’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to subsection (c)(v) above and Section 7 of this Agreement19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the The Company may terminate Executive’s your employment hereunder without Cause at any timeCause. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, in addition to paying Executive Xxxxx Compensation, you shall be entitled to the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shallfollowing: (ai) continue provided that no benefits are payable to pay Executive the you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the Termination Date during date of termination, provided however, that in the Restricted Period, with the first payment being on event of your termination Without Cause occurs at such time as the Company’s next regular payroll business is being discontinued because rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company this amount shall be reduced to five (5) months of your Base Salary at the rate in effect on the date of termination, in either case less applicable withholdings and deductions, paid in a lump sum as provided below (the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve months, pay to you the premium payments it would have made for the remainder of the twelve month period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you shall vest in full upon the occurrence of the Termination Without Cause, accelerated to one hundred percent (100%) vesting in the event Termination Without Cause occurs within thirty days prior to or one hundred eighty days following a Corporate Transaction (as defined below); (iv) at least eight your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Termination Without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A. Any obligation of the Company to you in Paragraph 9(c) is conditioned upon you signing and returning to the Company a timely and effective release of claims in the form provided by the Company (8) business the “Release of Claims”). The Release of Claims required for separation benefits in accordance with this Section 9(c) creates legally binding obligations on your part and the Company and its Affiliates therefore advise you to seek the advice of an attorney before signing it. The Severance Payments shall be payable and due as a lump sum thirty (30) days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by you, is received by the Company, and the COBRA Premiums shall commence upon the effective date of your termination of employment; provided, however, that the Company has the right to terminate the payment of COBRA Premiums if a Release of Claims has not been delivered by you within thirty (30) days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 your termination of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementemployment.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any time. If Executive’s employment is terminated time upon notice to the Executive by the Company without Cause following Board, effective as of the initial Public Offering then, date specified in addition to paying Executive such notice. In the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive for or as a result of the termination of Executive’s employment, other than to (ai) pay the Executive the Accrued Obligations; (ii) continue to pay the Executive the his Base Salary at the rate in effect on the Termination Date during date of termination for the Restricted period of twelve (12) months following such termination (the “Continuation Period, ”) in accordance with the first payment being on the Company’s next regular normal payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period practices for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned))its executives; (biii) continue Executive’s health insurance benefits for with regard to payments made by the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior pursuant to the Termination Date) or Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to reimburse the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount percentage of medical and dental benefits provided by the Company to the Executive at the conclusion of the Bonus Term (subject to the Executive’s timely election of continuation coverage under COBRA); (iv) pay the Executive the Annual Bonus, if any, that would otherwise have earned been payable to Executive under Section 3(b) of this Agreement with respect to the fiscal year of termination of employment, without regard to the timing of the termination of the Executive’s employment; (v) pay the Executive the Prior Year Bonus; and (vi) pay the Executive the Annual Bonus, pro-rated for the portion of the Continuation Period beginning after the fiscal year in which the of termination occurredof employment, based on the Company’s actual performance for the entire full fiscal year (collectively, the payments and benefits referred to in which clauses (ii), (iii), (iv), (v) and (vi) are referred to as the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year“Severance Benefit”). Any such prorated Bonus The Accrued Obligations shall be payable at such time or times as in accordance with applicable law. Each of the Prior Year Bonus and the Annual Bonus, if any, shall be payable when annual bonuses for the applicable fiscal year are payable paid to the other senior executives of the Company (Company. The Executive’s equity interests shall be governed by the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation terms of the applicable Company to provide Executive equity plan and the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementExecutive’s equity agreements.

By the Company Without Cause. During If the Term, employment of the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is Executive should be terminated by the Company without Cause following for any reason other than Cause, death or Disability, then the initial Public Offering thenCompany shall pay compensation and benefits for the Executive as follows: (A) any and all Base Salary, Target Bonus and any other compensation-related payments that have been earned, including pay in addition lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of his termination of employment that are related to paying Executive any period of employment preceding his termination date (the Final Compensation “Accrued Obligations”). Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4. Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement. All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy; (B) the cash portion of the Target Bonus (the “Target Cash Bonus”) for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the effective date of his termination of employment; (C) an amount equal to two times the sum of (i) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date date of termination, plus (ii) an amount equal to the Target Cash Bonus for which the Executive was eligible during the Restricted Periodlast completed fiscal year, with regardless of whether the first Executive actually received such Target Cash Bonus for that year (the sum of the amounts payable under clauses (B) and (C) hereof constituting the “Severance Payment”); (D) any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of any equity portion of the Target Bonus (the “Unvested RSU Bonus Shares”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment; (E) subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment being on the Company’s next regular payroll period which is at least eight (8) business within 60 days following the effective date of the Release Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (defined belowthe “Code”), six months following the effective date of such termination; and (F) to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (provided that or, if the 60-day time period less, for the Release begins in one taxable year and ends in a subsequent taxable yearperiod that the Executive is eligible for such COBRA continuation coverage), the first payment Company shall be pay for or reimburse the Executive on a monthly basis for the excess of (x) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not Company’s medical and health benefits plans had he continued to be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms an employee of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate Executive’s employment without Cause at any timetime upon thirty (30) days written notice to Executive. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to immediately paying Executive the Final Compensation and Final Bonus, Executive shall be paid severance equal to eighteen (18) months Base Salary (the “Severance Payment”). In the event that Executive is selected by the Required Consenting Equityholders (subject to Executive’s compliance the consent right of AT&T and in consultation with Article 7 in all material respectsthe Consenting Noteholders) to serve as either the Chief Executive Officer, the Chief Operating Officer, or the Chairman of Reorganized Xxxxxxx, then the applicable employment agreement with Reorganized Xxxxxxx shall be modified to increase severance pay from eighteen months to twenty-four months. Any obligation of the Company shallto provide Executive the Severance Payment is conditioned on Executive signing, delivering to the Company and not revoking a release in a similar form to the form attached hereto as Exhibit A (the “Release”) within sixty (60) days after the Termination Date. The Severance Payment shall be paid in accordance with the following schedule: (ai) continue an amount equal to pay Executive 50% of the Base Salary at the rate Severance Payment will be payable in effect on the Termination Date during the Restricted Periodfour (4) equal payments, with (A) the first payment being on at the Company’s next regular payroll period which is at least eight five (8) 5) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); , and (bB) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms each of the Company’s health insurance plan or would otherwise expose remaining three (3) payments (the Company to tax or other penalties“Quarterly Payments”) being paid on the next payroll period following the third, sixth and ninth month anniversary dates of the first payment; and (cii) pay Executive an amount equal to the pro rata remaining amount of the Bonus Executive would have earned for Severance Payment will be payable in nine (9) equal monthly payments with the year in which the termination occurred, based first of such payments being paid on the Company’s performance for first payroll period coinciding with or next following one (1) month after the entire fiscal year in which last Quarterly Payment, and each of the termination occurred relative to remaining eight (8) payments being paid monthly thereafter. In the performance measurements that were pending at event the time of termination and to be used to determine Company terminates Executive’s bonus for such year. Any such prorated Bonus employment without Cause, any and all incentive or other unvested grants or deferred compensation awards shall be payable at such time or times fully and immediately vested as bonuses are payable to the other executives of the Company (Termination Date without any further action by Executive or the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementCompany.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is not permissible under Executive shall continue to perform the terms normal duties of the CompanyExecutive’s health insurance plan or would otherwise expose the Company employment hereunder, and shall be entitled to tax or other penalties; receive when due all compensation and (c) pay Executive an amount equal benefits applicable to the pro rata amount of Executive hereunder. Thereafter, conditioned upon the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company executing and not revoking a releasegeneral release in favor of the Company, the Board and their affiliates, in a form acceptable to the Company, the Company shall pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twenty-four (24) months (the “ReleaseTermination Period”), within sixty (60) days of his in such periodic installments as were being paid immediately prior to the Termination Date. (ii) The Company shall pay the Executive, which Release in any event will require on the date the Executive to reaffirm his obligations and commitments would otherwise be paid the Incentive Payment, an amount equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of complete months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive earned and unpaid Base Salary to the Termination Date. (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under Section 7 this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of this Agreementanother employer of the Executive that provides the same or similar type of benefits.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the subsequent taxable year Company shall pay the Executive an amount equal to seventy-five percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 75%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that ‘Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date. (ii) or The Company shall pay the economic equivalent thereto if Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments. (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, the Executive will be reimbursed, on a net after-tax basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, the Company may pay for or may procure individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non- renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, the subsequent taxable year Company shall pay the Executive an amount equal to forty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 40%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date. (ii) or The Company shall pay the economic equivalent thereto if Executive a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments. (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, the Executive will be reimbursed, on a net after-tax basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, the Company may pay for or may procure individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, in addition (ii) the amount of any cash bonus related to paying Executive any year ending before the Final Compensation and subject Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s compliance with Article 7 Base Salary, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in all material respectswhich the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the Company shall: bonus paid (aor earned, but not yet paid) continue to pay Executive for the Base Salary at fiscal year immediately preceding the rate fiscal year in effect on which the Date of Termination Date during occurs (such average or greater amount, the Restricted Period“Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s standard health insurance benefits for the Restricted Period Executive and the Executive’s spouse and dependents through the second anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (at such coverage and benefits to be determined on a cost no less favorable than coverage-by-coverage or benefit-by-benefit basis); provided further, that paid by any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive immediately prior or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Termination Date) Executive and the Executive’s spouse or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company dependents pursuant to tax or other penaltiesthis Agreement ; and (cvi) pay Executive an amount equal any other unpaid benefits to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredExecutive is otherwise entitled under any plan, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time policy or times as bonuses are payable to the other executives program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the benefits, which provisions of the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”applicable arrangements). Any obligation of the Company The amounts referred to provide Executive the Severance is conditioned on Executive signing, delivering in clauses (i) through (iv) above will be paid to the Company and not revoking a release, Executive in a form acceptable to the Company (the “Release”), within lump sum no later than sixty (60) days following the Date of his Termination DateTermination, which Release in any event will require Executive to reaffirm his obligations and commitments to with the date of such payment determined by the Company under Section 7 of this Agreement.in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

By the Company Without Cause. During The Company may terminate the TermEmployee’s employment immediately without Cause by giving written notice to the Employee. If the Company terminates under this Section 10(b): (i) The Company shall pay the Employee all amounts owed through the date of termination; (ii) In lieu of any further salary and bonus payments or other payments due to the Employee for periods subsequent to the date of termination, under this Agreement or otherwise, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by shall pay, as severance to the Company without Cause following the initial Public Offering thenEmployee, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year Employee executing and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company a release of the Company and not revoking a releaseits affiliates from all known or unknown claims at the date of such termination based upon or arising out of this Agreement, the Employee’s employment, or the termination thereof, in a form reasonably acceptable to the Company Employee (the “Release”) (provided that the Release shall be executed and delivered on or prior to the fifty-fifth (55th) day following the date of the Employee’s termination and shall be in the form of an effective release agreement for which any applicable revocation period has expired), within sixty an amount equal to (60x) days the product of his Termination Datethe Employee’s minimum base annual salary in effect as of the date of termination multiplied by the number six, payable in equal installments in accordance with the Company’s payroll periods over the two year period following such termination of employment, (y) 50% of any unpaid Special Retention Installment, payable on the date(s) such installment(s) would otherwise be paid had the Employee’s employment not been terminated, and (z) the remaining 50% of any unpaid Special Retention Installment, payable on the date(s) such installment(s) would otherwise be paid had the Employee’s employment not been terminated, but only if, prior to the date of termination of employment, any of the Employee’s Class B Performance Units (as defined in the Partnership Agreement) were converted to a time vesting schedule pursuant to Section 3.8.3 of the Partnership Agreement. Notwithstanding the foregoing, if, at the time the Company terminates Employee’s employment under this Section 10(b), the Company is a reporting company under the Exchange Act (as defined below), and the Employee is a “specified employee for purposes of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code), then any payments under this Section 10(b)(ii) that otherwise would have been paid during the period commencing on the date of termination and ending six months after the last day of the calendar month in which Release the date of termination occurs shall be paid on the first business day that occurs at the end of the period. (iii) Subject to the Employee’s execution, delivery and non-revocation of the Release, the Company shall maintain in full force and effect for the continued benefit of the Employee during the period commencing on the date of termination and ending on the scheduled expiration of the Term then in effect (without regard to further renewals thereof), all employee benefit plans (except for the Company’s stock incentive plans) and programs in which the Employee was entitled to participate immediately prior to the date of termination, provided that the Employee’s continued participation is not prohibited under the general terms and provisions of such plans and programs, but, if prohibited, the Company shall, at the Company’s expense, arrange for substantially equivalent benefits or the equivalent cash value if the Company cannot obtain post-employment insurance coverage from any event will require Executive source after engaging in commercially reasonable efforts; provided, however, that notwithstanding the foregoing, there shall only be included, and Employee shall only be entitled to, those benefit plans or programs that are exempt from the term “nonqualified deferred compensation plan” under Section 409A of the Code. (iv) Subject to reaffirm his the Employee’s execution, delivery and non-revocation of the Release, the Company shall provide the Employee with reimbursement not to exceed $25,000 for the reasonable costs incurred for outplacement services, provided that such cash allowance shall apply only to those costs or obligations and commitments that are incurred by the Employee during the twelve month period following the date of the Employee’s termination of employment. Such reimbursement shall be made on the fifteenth day following the submission of each receipt to the Company evidencing costs or obligations incurred by the Employee in connection with outplacement activities. Notwithstanding anything in Section 10(b) to the contrary, no amount shall be payable pursuant to this Section 10(b) unless Employee has incurred a Separation from Service (within the meaning of Section 409A(a)(2)(A)(i) of the Code, and Treasury Regulation Section 1.409A-1(h) by reason of a termination of the Employee’s employment by the Company under this Section 7 of this Agreement10(b).

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, in addition (ii) the amount of any cash bonus related to paying Executive any year ending before the Final Compensation and subject Date of Termination that has been earned but remains unpaid, (iii) an amount equal to one hundred percent (100%) of the Executive’s compliance with Article 7 Base Salary, (iv) an amount equal to one hundred percent (100%) of the Executive’s average cash bonus paid (or earned, but not yet paid, for the fiscal year immediately preceding the fiscal year in all material respectswhich the Date of Termination occurs) to Executive in respect of the three most recent fiscal years immediately preceding the fiscal year in which the Executive’s employment terminates hereunder, or, if greater than such average, the Company shall: bonus paid (aor earned, but not yet paid) continue to pay Executive for the Base Salary at fiscal year immediately preceding the rate fiscal year in effect on which the Date of Termination Date during occurs (such average or greater amount, the Restricted Period“Adjusted Bonus Amount”), (v) health insurance benefits substantially commensurate with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s standard health insurance benefits for the Restricted Period Executive and the Executive’s spouse and dependents for eighteen (at 18) months following the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a cost no less favorable than subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that paid by any continued health insurance benefits which are provided under this Agreement shall run concurrently with any continuation coverage that the Executive immediately prior or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Termination Date) Executive and the Executive’s spouse or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company dependents pursuant to tax or other penaltiesthis Agreement; and (cvi) pay Executive an amount equal any other unpaid benefits to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredExecutive is otherwise entitled under any plan, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time policy or times as bonuses are payable to the other executives program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the benefits, which provisions of the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”applicable arrangements). Any obligation of the Company The amounts referred to provide Executive the Severance is conditioned on Executive signing, delivering in clauses (i) through (iv) above will be paid to the Company and not revoking a release, Executive in a form acceptable to the Company (the “Release”), within lump sum no later than sixty (60) days following the Date of his Termination DateTermination, which Release in any event will require Executive to reaffirm his obligations and commitments to with the date of such payment determined by the Company under Section 7 of this Agreement.in its sole discretion. As a condition to receiving such payment, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any timetime upon notice to the Executive. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive, other than for (ai) any earned, but unpaid, Base Salary through the date of termination; (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of the Executive’s termination; (iii) a pro rata portion (based on the number of days preceding the Executive’s termination in the fiscal year of termination) of the Target Bonus; (iv) a lump sum equal to the greater of (x) twenty-four (24) months of Base Salary or (y) Base Salary for a period equal to the remainder of the term of this Agreement; (v) a lump sum equal to the greater of (x) one times the Target Bonus or (y) payment of the Target Bonus with respect to a period equal to the remainder of the term of this Agreement; and (vi) any unreimbursed business expenses. In addition, (x) the Company shall continue the benefits contemplated by Section 4(h) for the period contemplated therein, and (y) subject to any employee contribution applicable to employees and their dependents generally, for the period following termination specified in clause (iv) above, or if earlier, until the date that the Executive becomes eligible for coverage with a subsequent employer, the Company shall continue to pay contribute to the premium cost of coverage for the Executive and the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on Executive’s dependents under the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (medical and dental plans provided that if the 60-day time period for the Release begins a timely COBRA election is made. The payments referred to in one taxable year and ends in a subsequent taxable yearclauses (i), the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (bii) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (cvi) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus above shall be payable at such time or times as bonuses are payable to in a lump-sum within thirty (30) days after the other executives date of the Company termination. The Company’s payments under clauses (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(aiii), (biv) and (cv) are collectively referenced above, as well as the “Severance”). Any obligation of continued contribution toward medical and dental premiums, are expressly conditioned upon the Company to provide Executive the Severance is conditioned on Executive signing, executing and delivering to the Company a timely and not revoking a releaseeffective Separation Agreement. Payment under clauses (iii), (iv) and (v) will be made within thirty (30) days after the Company’s receipt of the Separation Agreement. Other than as set forth in a form acceptable this clause (d), the Company shall have no further obligation to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementExecutive.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment without Cause at any time(as defined in this Agreement) effective on sixty (60) days’ prior written notice. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation In such event and subject to Executive’s compliance with Article 7 in all material respectsthe other provisions of this Agreement, the Company shall: Executive will be entitled to: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on continued coverage under the Company’s next regular payroll period which is at least eight benefit plans through the termination date; (8) business days following b) payment of all earned but unpaid compensation (including any base salary, accrued and unused vacation, and any premium reimbursements in accordance with Section 3.3 hereof) through the effective date of termination, payable on or before the Release termination date; (defined belowc) reimbursement of any monies advanced or incurred by Executive in connection with his employment for reasonable and necessary Company-related business expenses incurred on or before the termination date in accordance with Section 3.4 hereof (provided Sections 4.1(b) and 4.1(c) hereof being referred to herein as “Accrued Obligations”); (d) payment of the equivalent of the base salary he would have earned over the next eighteen (18) months (less necessary tax withholdings) at his then current base salary rate (“Severance Payment”), payable in a lump sum (i) on the first business day following the six (6) month anniversary of the effective date of termination, to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) if Section 409A of the Code is not then applicable, in a lump sum promptly following the date of termination; (e) that if portion of any annual bonus that the 60-day time period Executive would have been eligible to earn for the Release begins fiscal year in one taxable year and ends which his employment terminated in a subsequent taxable accordance with Section 3.2 hereof, assuming that the Company’s performance is deemed to continue at the same rate for the remainder of the fiscal year, as is represented by the first payment shall be paid number of days the Executive was employed up to the date of termination divided by 365 (the “Pro-Rata Bonus”). (f) benefit continuation (or, in the subsequent taxable year case of health benefits, COBRA reimbursement) for a period of eighteen (for example, if 18) months at the same level and on the same basis as Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately was receiving prior to the Termination Datetermination; and (g) or a number of outstanding unvested stock options and restricted stock, if any, previously granted to the economic equivalent thereto if Executive shall vest upon such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive termination in an amount equal to the pro rata amount stock options and restricted stock that would have vested solely as a result of the Bonus passage of time (but not as the result of any other performance measure, stock price or other target) over the twelve (12) month period after such termination if the Executive would have earned for the year in which the termination occurred, based on remained employed by the Company’s performance for the entire fiscal year . (h) The Executive will have no obligation to mitigate his damages in which the termination occurred relative to the performance measurements that were pending at the time terms of termination finding other employment, and to be used to determine Executive’s bonus for such year. Any such prorated Bonus there shall be payable no offset against any amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that the Executive may obtain, except that the benefit continuation described in subsection (f) above shall cease at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementaccepts employment with another employer.

By the Company Without Cause. During The Executive's employment pursuant to this Agreement may be terminated by the Company upon thirty (30) days' prior written notice without Cause by delivery of a Notice of Termination to the Executive. In the event that the Executive's employment is terminated pursuant to this SECTION 4.5 during the Term, the Executive shall be entitled to receive: (i) Base Salary to be provided to the Executive under this Agreement through the second anniversary of the Date of Termination payable in accordance with the Company's ordinary payroll policies (whether or not the Term shall have expired during such period); (ii) bonus equal to the aggregate bonus paid to the Executive for the two fiscal years immediately preceding the Date of Termination(the "Bonus Amount"), such amount to be paid ratably over the period in which Base Salary is paid under (i) above; (iii) health insurance benefits substantially commensurate with the Company's standard health insurance benefits through the second anniversary of the Date of Termination; (iv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company may terminate applicable to the Executive as of the Date of Termination; and (v) outplacement services suitable to the Executive’s employment without Cause at any time. If Executive’s employment is terminated 's position not to exceed $50,000 in amount or for a period exceeding the earlier of one year from the Date of Termination or the first acceptance by the Company without Cause following Executive of an offer of employment. In addition, the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 shall be fully vested in all material respectsthen outstanding options to acquire stock of the Company, and all then outstanding restricted shares of stock of the Company held by the Executive and such options shall remain exercisable until the earlier of (x) the first anniversary of the Date of Termination and (y) the otherwise applicable normal expiration date of such option (these rights together with the payments and benefits enumerated in subsection (i) through (v) above shall be referred to as the "Severance Payments"). To the extent that the full vesting of any stock option or share of restricted stock, or the full exercisability of any stock option, provided for herein should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise reasonably determined by the Company, the Company shall: (a) continue may, in lieu of providing any vesting or exercisability rights herein cancel any or all of the Executive's outstanding unvested options in exchange for a lump sum payment, in cash, equal to pay Executive the Base Salary at excess of the rate in effect fair market value of the shares of stock underlying the unvested portion of such options on the Date of Termination Date during over the Restricted Periodaggregate exercise price provided for in such stock options, with and repurchase any shares of unvested restricted stock at their fair market value as determined by the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms closing sale price of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based 's common stock on the Company’s performance for Nasdaq National Market on the entire fiscal year in which Date of Termination. As a condition to receiving the termination occurred relative Severance Payments contemplated by this SECTION 4.5, the Executive agrees to the performance measurements that were pending sign, at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of his employment, a release in favor of the Company (the benefitsCompany, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) its directors and (c) are collectively referenced as the “Severance”). Any obligation officers of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company any and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementall employment-law related claims.

By the Company Without Cause. During the Term, By the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsfor any reason whatsoever upon written notice of three (3) months, the Company shall: (a) continue Employee agrees to pay Executive faithfully perform and discharge all of her duties and responsibilities under this Agreement throughout the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll notice period which is at least eight (8) business days following until the effective date of her employment termination. At any time after delivering written notice of termination, the Release Company shall have the sole option to relieve Employee of her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work-related matters, attending work-related events, or otherwise conducting business on Company's behalf. In all cases, the Employee will continue to be an employee throughout the notice period until the effective date of termination. Contingent upon the Employee's execution and non-revocation of a general mutual release of claims within twenty-one (defined below21) (provided that if days of termination in the 60-day form mutually agreed to by the Parties, or such other time period agreed to by the Parties, except for the Release begins in one taxable year and ends in Accrued Obligations which will be paid without regard to such release, on such a subsequent taxable yeartermination, the first payment shall be paid Employee will receive the following, as full and sole compensation in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms discharge of the Company’s health insurance plan or would otherwise expose 's obligations to the Company to tax or other penalties; Employee under this Agreement: (i) the Accrued Obligations together with any obligations accrued and then owing under the Company's employee benefit plans; (cii) pay Executive an amount a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee's annual Base Salary and 1.5 times the pro rata amount of the Bonus Executive would have earned target annual bonuses for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefitsemployment occurs, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (bParties agree shall fully satisfy any Short Term Bonus payment owed pursuant to Section 5.l(d)(i) and (cii) are collectively referenced as hereof, payable on the “Severance”). Any obligation forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service; and (iii) the Employee's equity incentive awards will be governed in accordance with the terms of the Company applicable Equity Plans. For greater certainty, this Section 10.l(c) shall not apply to provide Executive a termination following a Change in Control under the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, circumstances provided for in a form acceptable to the Company (the “Release”Section 10.3(a), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company upon thirty (30) days’ prior written notice without Cause at any timeby delivery of a Notice of Termination to the Executive. If In the event that the Executive’s employment is terminated pursuant to this Section 4.6 during the Term, the Executive shall be entitled to receive: (i) Base Salary to be provided to the Executive under this Agreement through the second anniversary of the Date of Termination payable in accordance with the Company’s ordinary payroll policies (whether or not the Term shall have expired during such period) with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s Date of Termination; (ii) an amount equal to two (2) times the Executive’s average annual cash bonus for the prior three (3) fiscal years pursuant to any cash bonus plan maintained by the Company without Cause (other than the LTCP) in respect of the fiscal years preceding the Date of Termination, payable over the twenty-four (24) months following the initial Public Offering then, Date of Termination in addition to paying Executive accordance with the Final Compensation and subject to Company’s ordinary payroll practices with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following the Executive’s compliance with Article 7 Date of Termination; (iii) in all material respectslieu of any benefits continuation following Termination, the Company shall: (a) continue shall pay a lump sum payment, in cash, equal to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date estimated cost of the Release (defined below) (provided that if the 60-day time period procuring for the Release begins in one taxable year Executive and ends in a subsequent taxable yearhis dependents: life, the first payment shall be paid in the subsequent taxable year (for exampledisability, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s accident and health insurance benefits for a period of two years following the Restricted Period Date of Termination; and (at a cost no less favorable than that paid by iv) any other unpaid benefits to which the Executive immediately prior is otherwise entitled under any other plan, policy or program of the Company applicable to the Termination Date) or Executive as of the economic equivalent thereto if such continuation is not permissible under Date of Termination, in accordance with the terms of such plan, policy or program. In addition, the Company’s health insurance plan or would otherwise expose vesting of all then outstanding options to acquire stock of the Company and all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and scheduled to tax or other penalties; vest during the 12 month period following the Date of Termination shall be accelerated, and any such options shall remain exercisable until the earlier of (x) the second anniversary of the Date of Termination and (cy) pay Executive an amount equal the otherwise applicable normal expiration date of such option (these rights together with the payments and benefits enumerated in subsection (i) through (v) above shall be referred to as the pro rata amount “Severance Payments”). The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the Bonus date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.6, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. As conditions precedent to receiving the Severance Payments contemplated by this Section 4.6, (a) the Executive would have earned for the year in which the termination occurredagrees to sign, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of his employment, a customary release of all claims in favor of the Company (the benefitsCompany, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), its directors and officers and (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering all applicable revocation periods shall have ended prior to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days scheduled receipt of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementSeverance Payment.

By the Company Without Cause. During the TermThe Company may, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period terminate this Agreement for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms convenience of the Company, provided the Company: (i) pays Employee twelve (12) months of Employee’s health insurance plan or would otherwise expose then current base salary, provided, that the Company to tax or other penaltiesinitial payment shall include salary for all payroll periods from the date of termination through the date of such initial payment; and (cii) pay Executive the Employee on the (60th) day after the termination, a one-time bonus in an amount equal to the pro rata amount of Annual Incentive Bonus that the Bonus Executive would have earned for Employee was paid in the year immediately preceding the year in which the termination occurredoccurs (or if such termination occurs before any bonus has been paid, based the Employee’s target annual bonus for the year of termination), prorated in accordance with the number of days from January 1 to the date of such termination in the year in which such termination occurs;* and (iii) provide that all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one (1) year anniversary of such termination, as if Employee had remained employed hereunder through that date (i.e., subject to the conditions stated immediately below) (“Severance Benefits”). Employee’s receipt of the Severance Benefits is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of his employment and/or the termination of employment, (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor i.e., if Employee fails to timely sign or revoke a release, or violate any of the restrictive covenants contained in Section 4 hereof, any remaining severance payments will cease, and any unvested equity grants and undelivered shares of unrestricted stock, will be forfeited. Any payment of salary made by the Company pursuant to this Section 7.c shall be made pro rata on the Company’s performance regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.c shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the entire fiscal year in which Company, except for salary or other compensation earned through the termination occurred relative to the performance measurements that were pending at the time date of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives payment of the earned but unused vacation in accordance with Company (the benefits, which the parties acknowledge are not required by law, outlined policy then in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementexistence.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non- renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 18 below, the Company shall pay the Executive an amount equal to seventy-five percent (75%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments, no less frequently than monthly, as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. (ii) Subject to subsection (c)(v) and Section 18 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 1/2) months after the Termination Date. (iii) The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payments to the Termination Date and the Standard Termination Payments, as described above. (iv) During the Termination Period, subject to subsection (c)(v) and Section 18 below, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 18 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under Section 7 a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this Agreementsubsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 1/2) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, (ii) in addition the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to paying the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, (iii) a bonus payment based on the Final Compensation extent to which the performance goals relating to such bonus are ultimately achieved, pro-rated based on the portion of the Fiscal Year that the Executive worked for the Company, and subject payable on the date when such bonus otherwise would have been paid absent termination of employment, (iv) an amount equal to two hundred percent (200%) of the sum of (A) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the then-current rate of Base Salary plus (B) his average annual cash bonus for the two Fiscal Years preceding the Fiscal Year or termination, and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in effect on clauses (i), (ii) and (iv) above will be paid to the Termination Date during Executive immediately following the Restricted expiration of the Severance Delay Period, in accordance with the first payment being on the Company’s next regular normal payroll policies and procedures. Additionally, if the Executive’s employment is terminated pursuant to this Section 9(e), notwithstanding anything contained in any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units: (i) the number of Performance Units, if any, that were earned during a completed performance period but remain unvested, multiplied by a fraction, the numerator of which is at least eight (8) business days the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, payment for which shall be processed immediately following the effective date expiration of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penaltiesSeverance Delay Period; and (cii) pay Executive an amount equal to the pro rata amount number of the Bonus Executive would have earned Performance Units, if any, for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements periods that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.are

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s 's employment hereunder without Cause at any time upon notice to the Executive. In the event of such termination at a time other than during the twelve (12) month period following a Change of Control (as defined in the Company's 2018 Equity Incentive Plan, as may be amended from time to time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then), in addition to paying Executive the Final Compensation and subject due to the Executive’s compliance with Article 7 in all material respects, the Company shall: will pay or provide the Executive the following (athe “Severance Benefits”): (i) the Company will continue to pay the Executive severance pay, at the same monthly rate as the Base Salary at Salary, for the rate in effect on twelve (12) month period following the Termination Date (the “Severance Period”); (ii) the Company will pay the Executive an amount equal to Executive's then current Target Bonus, payable in substantially equal monthly installments during the Restricted Severance Period; and (iii) during the Severance Period, with provided the first payment being on Executive elects and remains eligible for COBRA (or mini-COBRA), the Company’s next regular payroll period which is at least eight (8) business days following Company will pay the effective date Executive a monthly taxable amount equal to the portion of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s 's health insurance benefits for premiums that the Restricted Period (at a cost no less favorable than that Company paid by Executive immediately prior to the Termination Date) or . Other than business expenses described in Section 5(a)(ii), the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal Final Compensation shall be paid to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination prescribed by applicable law and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to in all events within thirty (30) days following the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”)Termination Date. Any obligation of the Company to provide Executive the Severance Benefits is conditioned conditioned, however, on the Executive signingsigning and returning to the Company (without revoking), delivering by the deadline specified therein, a general release of claims in a reasonable and customary form provided by the Company, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”). The Company may discontinue the payment of Severance Benefits if Executive fails to comply in all material respects with the obligations of the Executive to the Company and not revoking a releaseits Affiliates that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(h) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in a form acceptable accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the Company (day immediately following the “Release”), within sixty (60) days of his Termination Date, which being due and payable on the Company's next regular payday for executives that follows the effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive's taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in any event will require all events be paid in the later taxable year. The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to reaffirm his obligations and commitments to seek the Company under Section 7 advice of this Agreementan attorney before signing the Release of Claims.

By the Company Without Cause. During the Term, the Company may terminate (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time. Cause. (ii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) and not on or following a Change in Control (as defined below), Executive shall be entitled to receive: (A) the initial Public Offering then, in addition to paying Executive Accrued Obligations; (B) Continuation of the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsthen-current Base Salary for twelve months; and (C) a one time lump sum payment of up to a net, maximum amount of $75,000, to be paid within 15 days of Executive’s submission of suitable and accurate documentation to the Company shall: (a) continue evidencing Executive’s reasonable actual relocation expenses incurred in connection with his relocation from New York to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business Israel within 120 days following of the effective date of such termination. In addition, if Executive’s employment under this Agreement is terminated by the Release Company without Cause during an applicable school year, the Company shall use its reasonable efforts to maintain Executive’s L-1 Visa through the remainder of such school year. (iii) If Executive’s employment is terminated by the Company (or its successor) without Cause (other than by reason of death or Disability) on or following a Change in Control (as defined below) (provided that if and Executive has agreed to be employed by the 60surviving entity for at least a three-day time period for the Release begins in one taxable year and ends in a subsequent taxable yearmonth period, the first payment shall be paid in the subsequent taxable year (for example, or if Executive terminates resigns his employment by the Company on December 1or within one year following a Change of Control and after he has (or has been advised) that a material change in his title, then scope of responsibilities, or compensation will be implemented, or that the first payment shall not be paid until headquarters of the Company and the location where Executive is assigned, on or after January 1 May 1, 2008, is relocated to a location outside a radius of seventy-five (75) miles from New York City, Executive shall be entitled to receive: (A) the Accrued Obligations; (B) continuation of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits then-current base salary for twelve months, payable in one lump sum no later than 30 days following such termination date; (C) all options and restricted stock granted to the Restricted Period Executive shall become immediately accelerated and fully exercisable; and (at D) a cost no less favorable than that one time lump sum payment of up to a net, maximum amount of $75,000, to be paid within 15 days of Executive’s submission of suitable and accurate documentation to the Company evidencing Executive’s reasonable actual relocation expenses incurred in connection with his relocation from New York to Israel within 120 days of the effective date of such termination ,and reimbursement of any obligations which remain owing by Executive immediately prior under a personal residence lease (not to the Termination Dateexceed 1 year) or personal automobile leases (up to two vehicles, not to exceed three years). Following Executive’s termination of employment by the economic equivalent thereto if such continuation is not permissible Company without Cause (other than by reason of Executive’s death or Disability), except as set forth in this Section 7(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement. Notwithstanding the terms of foregoing, the Company’s health insurance plan or would otherwise expose obligation to provide the Company to tax or other penalties; and (cExecutive the payments described in this Section 7(c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to shall be used to determine contingent upon Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to continued compliance with the other executives of the Company restrictive covenants set forth in Section 8. (the benefits, which the parties acknowledge are not required by law, outlined in Section(siv) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 For purposes of this Agreement., “Change in Control” shall mean the first to occur of any of the following:

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s 's employment without Cause hereunder at any timetime upon ten (10) or more days' written notice to Executive. If In the event Executive’s 's employment is terminated by pursuant to this Section 8(c), the Employment Term shall end on the day of such termination and the Company without Cause following shall pay to Executive, on the initial Public Offering thenlast day of Executive's employment, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsone lump sum, the Company shall: sum of (ai) continue any accrued but unpaid Base Salary, including salary in respect of any accrued and accumulated vacation, due to pay Executive at the date of such termination, (ii) any earned but unpaid Bonus due to Executive at the date of such termination for the calendar year ending immediately prior to the date of such termination, (iii) any amounts owing, but not yet paid, pursuant to Section 6(a) hereof, and (iv) an amount equal to the product of 2.9 times Executive's annual Base Salary at the rate time of such termination. Executive shall also be eligible to receive a pro rata Bonus in effect on respect of the Termination Date during calendar year in which such termination occurs, equal to the Restricted PeriodBonus in respect of such calendar year multiplied by a fraction, with the first payment being on the Company’s next regular payroll period numerator of which is at least eight (8) business the number of days following in such year preceding and including the effective date of termination, and the Release (defined below) (provided that if the 60denominator of which is 365. Such pro-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive continued being employed by the Company through the date of payment. In addition, upon termination of Executive's employment in accordance with this Section 8(c), the subsequent taxable year Company shall (i) reimburse Executive for examplereasonable expenses, if not to exceed $10,000, incurred by Executive terminates on December 1in connection with job search services, then and (ii) provide medical and dental benefits to Executive and his family for a period of two (2) years from the first payment shall not be paid until on or after January 1 date of termination, as are provided from time to time to actively employed senior executives of the next yearCompany during such period; provided, regardless of when that, the Release is returned)); (b) continue Executive’s health insurance Company's obligation in this regard shall cease at the time Executive becomes eligible for medical or dental benefits, respectively, from another employer. To the extent that the medical and dental benefits provided for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is in this paragraph are not permissible after termination of employment under the terms of the Company’s health insurance plan or would otherwise expose benefit plans of the Company then in effect (and cannot be provided by the Company paying the applicable premium under COBRA), the Company shall pay to tax or other penalties; and (c) pay Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the pro rata amount cost of acquiring, for Executive and his family on a non-group basis, for the required period, those medical and dental benefits that would otherwise be lost to Executive and his family as a result of Executive's termination. In the event Executive's employment is terminated pursuant to this Section 8(c), payment of the Bonus Executive would have earned for the year in which the termination occurred, based Monthly Amount shall begin on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives first day of the Company (month immediately succeeding the benefitslast day of Executive's employment. Except as specifically set forth in Section 12 hereof, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company shall have no further obligations to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s employment without Cause hereunder at any timetime upon ten (10) or more days’ written notice to Executive. If The Company, in its sole discretion, may provide the Executive with ten (10) days’ pay in lieu of notice. In the event Executive’s employment is terminated pursuant to this Section 6(c), the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, and (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(c) and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company without Cause through the date of payment, but in any event, not later than March 15 of the calendar year following the initial Public Offering thencalendar year for which the Bonus is payable; (2) Executive shall receive any unpaid Bonus for the calendar year preceding his termination, in addition to paying the extent that all criteria for such bonus have been met (with the exception of the Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect being employed on the Termination Date during date the Restricted Period, with the first payment being on the Company’s next regular payroll period which Bonus is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment to be paid). Said Bonus shall be paid in at the subsequent taxable year (for example, if same time as the Bonus would have been paid had Executive terminates on December 1, then remained employed by the first payment shall not be paid until on or after January 1 Company through the date of the next year, regardless of when the Release is returned))payment; (b3) continue all of Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior outstanding but unvested equity awards granted pursuant to the Termination DateSection 3(c) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penaltiesthis Agreement shall vest immediately; and (c4) the Company shall pay Executive an amount equal to the pro rata amount twelve months of the Bonus Executive would have earned for the year in which the termination occurred, based on the CompanyExecutive’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending Base Salary at the time of such termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation The payment of any Bonus pursuant to clause (1) or clause (2) above and the acceleration of Executive’s options and stock pursuant to clause (3), are conditioned upon Executive signing a release in favor of the Company to provide Executive Company, as provided for in Section 6(f), and the Severance is conditioned on Executive signingshall be payable in a single lump sum within 60 days after the effective date of termination of the Employment Term, delivering subject to Executive’s execution, delivery and non-revocation of a release in favor of the Company, as provided for in Section 6(f). In addition, upon a termination of this Agreement pursuant to this Section 6(c), and subject to the Company satisfaction of the conditions set forth herein, Executive and not revoking his immediate family (i.e., spouse and minor children) shall receive continued health coverage under COBRA at the Company’s expense, with such coverage to continue for a releaseperiod of up to 12 months, or such shorter period of time until he has obtained health coverage for himself and his immediate family from a new employer. Except as specifically set forth in a form acceptable to Section 9 hereof, the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require shall have no further obligations to Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s employment without Cause hereunder at any timetime upon ten (10) or more days’ written notice to Executive. If The Company, in its sole discretion, may provide the Executive with ten (10) days’ pay in lieu of notice. In the event Executive’s employment is terminated pursuant to this Section 6(c), the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, and (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(c) and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company without Cause through the date of payment, but in any event, not later than March 15 of the calendar year following the initial Public Offering thencalendar year for which the Bonus is payable; (2) Executive shall receive any unpaid Bonus for the calendar year preceding his termination, in addition to paying the extent that all criteria for such bonus have been met (with the exception of the Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect being employed on the Termination Date during date the Restricted Period, with the first payment being on the Company’s next regular payroll period which Bonus is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment to be paid). Said Bonus shall be paid in at the subsequent taxable year (for example, if same time as the Bonus would have been paid had Executive terminates on December 1, then remained employed by the first payment shall not be paid until on or after January 1 Company through the date of the next year, regardless of when the Release is returned))payment; (b3) continue all of Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior outstanding but unvested equity awards granted pursuant to the Termination DateSection 3(c) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penaltiesthis Agreement shall vest immediately; and (c4) the Company shall pay Executive an amount equal to the pro rata amount twelve months of the Bonus Executive would have earned for the year in which the termination occurred, based on the CompanyExecutive’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending Base Salary at the time of such termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation The payment of any Bonus pursuant to clause (1) or clause (2) above and the acceleration of Executive’s options and stock pursuant to clause (3), are conditioned upon Executive signing a release in favor of the Company to provide Executive Company, as provided for in Section 6(f), and the Severance is conditioned on Executive signingshall be payable in a single lump sum within 60 days after the effective date of termination of the Employment Term, delivering subject to Executive’s execution, delivery and non-revocation of a release in favor of the Company, as provided for in Section 6(f). Except as specifically set forth in Section 9 hereof, the Company and not revoking a release, in a form acceptable shall have no further obligations to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the TermThe Company may, the Company may terminate Executive’s employment without Cause at any time, terminate this Agreement for the convenience of the Company, provided the Company: (i) pays Employee twelve (12) months of Employee’s then current base salary, provided, that the initial payment shall include salary for all payroll periods from the date of termination through the date of such initial payment; and (ii) provide that all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one (1) year anniversary of such termination, as if Employee had remained employed hereunder through that date (i.e., subject to the conditions stated immediately below) (“Severance Benefits”). If ExecutiveEmployee’s receipt of the Severance Benefits is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of his employment is terminated and/or the termination of employment, (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor i.e., if Employee fails to timely sign or revoke a release, or violate any of the restrictive covenants contained in Section 4 hereof, any remaining severance payments will cease, and any unvested equity grants and undelivered shares of unrestricted stock, will be forfeited. Any payment of salary made by the Company without Cause following the initial Public Offering then, in addition pursuant to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being this Section 7.c shall be made pro rata on the Company’s next regular regularly scheduled payroll period which is at least eight (8) business days dates following the effective date of termination, and the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment made pursuant to this Section 7.c shall be paid in the subsequent taxable year (lieu of and in satisfaction of all claims for exampleseverance, if Executive terminates on December 1, then the first payment shall not be paid until on in lieu of notice or after January 1 other compensation which may otherwise arise upon termination of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of employment with the Company’s health insurance plan or would otherwise expose the Company to tax , except for salary or other penalties; and (c) pay Executive an amount equal to compensation earned through the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time date of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives payment of the earned but unused vacation in accordance with Company (the benefits, which the parties acknowledge are not required by law, outlined policy then in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementexistence.

By the Company Without Cause. During the Term, By the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsfor any reason whatsoever upon written notice of six (6) months, the Company shall: (a) continue Employee agrees to pay Executive faithfully perform and discharge all of her duties and responsibilities under this Agreement throughout the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll notice period which is at least eight (8) business days following until the effective date of her employment termination. At any time after delivering written notice of termination, the Release Company shall have the sole option to relieve Employee of her duties and/or to restrict Employee from accessing Company facilities or systems, communicating with Company employees or third parties about work-related matters, attending work-related events, or otherwise conducting business on Company's behalf. In all cases, the Employee will continue to be an employee throughout the notice period until the effective date of termination. Contingent upon the Employee's execution and non-revocation of a general mutual release of claims within twenty-one (defined below21) (provided that if days of termination in the 60-day form mutually agreed to by the Parties, or such other time period agreed to by the Parties, except for the Release begins in one taxable year and ends in Accrued Obligations which will be paid without regard to such release, on such a subsequent taxable yeartermination, the first payment shall be paid Employee will receive the following, as full and sole compensation in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms discharge of the Company’s health insurance plan or would otherwise expose 's obligations to the Company to tax or other penalties; Employee under this Agreement: (i) the Accrued Obligations together with any obligations accrued and then owing under the Company's employee benefit plans; (cii) pay Executive an amount a lump sum cash payment, less applicable withholdings, equal to 1.5 times Employee's annual Base Salary and 1.5 times the pro rata amount of the Bonus Executive would have earned target annual bonuses for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefitsemployment occurs, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (bParties agree shall fully satisfy any Short Term Bonus payment owed pursuant to Section 5.1(d)(i) and (cii) are collectively referenced as hereof, payable on the “Severance”). Any obligation forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service; and (iii) the Employee's equity incentive awards will be governed in accordance with the terms of the Company applicable Equity Plans. For greater certainty, this Section 10.1(c) shall not apply to provide Executive a termination following a Change in Control under the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, circumstances provided for in a form acceptable to the Company (the “Release”Section 10.3(a), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, (ii) in addition the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to paying the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to such Fiscal Year ending before the Date of Termination that the Executive would have otherwise been entitled to had Executive not terminated, (iii) a bonus payment based on the Final Compensation extent to which the performance goals relating to such bonus are ultimately achieved, pro-rated based on the portion of the Fiscal Year that the Executive worked for the Company, and subject payable on the date when such bonus otherwise would have been paid absent termination of employment, (iv) an amount equal to two hundred percent (200%) of the sum of (A) the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the then-current rate of Base Salary plus (B) his average annual cash bonus for the two Fiscal Years preceding the Fiscal Year or termination, and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in effect on clauses (i), (ii) and (iv) above will be paid to the Executive immediately following the expiration of the Severance Delay Period, in accordance with the Company’s normal payroll policies and procedures. Additionally, if the Executive’s employment is terminated pursuant to this Section 9(e), notwithstanding anything contained in any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units: (i) the number of Performance Units, if any, that were earned during a completed performance period but remain unvested, multiplied by a fraction, the numerator of which is the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, payment for which shall be processed immediately following the expiration of the Severance Delay Period; and (ii) the number of Performance Units, if any, for performance periods that are ongoing as of the Date during of Termination and for which at least one year of the Restricted Periodperformance period has elapsed as of the Date of Termination, multiplied by a fraction, the numerator of which is the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, with the first payment being on settlement of such performance units to occur after the completion of the applicable performance period based upon the Company’s next regular payroll period which is at least eight (8) business days actual performance as determined following the effective date completion of the Release (defined below) (provided that if the 60-day time period for the Release begins applicable performance periods in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under accordance with the terms of the Company’s health insurance plan or would otherwise expose Performance Unit grant documents and with payment to be made as soon as administratively practicable after the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount end of the Bonus Executive would have earned for the year performance period stated in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.the

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any timetime upon notice to the Executive. If Executive’s employment is terminated by In the Company without Cause event of such termination at a time other than during the twelve (12) month period following the initial Public Offering thena Change of Control, in addition to paying Executive the Final Compensation and subject due to the Executive’s compliance with Article 7 in all material respects, the Company shall: will pay or provide the Executive the following (athe “Severance Benefits”): (i) the Company will continue to pay the Executive severance pay, at the same monthly rate as the Base Salary at Salary, for the rate in effect on twelve (12) month period following the Termination Date (the “Severance Period”); (ii) the Company will pay the Executive an amount equal to her then current Target Bonus, payable in substantially equal monthly installments during the Restricted Severance Period; and (iii) During the Severance Period, with provided the first payment being on Executive elects and remains eligible for COBRA or (mini COBRA), the Company’s next regular payroll period which is at least eight (8) business days following Company will pay the effective date Executive a monthly taxable amount equal to the portion of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for premiums that the Restricted Period (at a cost no less favorable than that Company paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation . If Executive is not permissible under eligible for COBRA (or mini COBRA), because the terms of Executive was not eligible to participate in the Company’s health insurance plan or would otherwise expose group medical plan, then during the Severance Period the Company to tax or other penalties; and (c) will pay the Executive an a monthly taxable amount equal to the pro rata amount portion of the Bonus Executive would have earned health insurance premiums the Company paid for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative similarly situated executives immediately prior to the performance measurements that were pending Termination Date. Other than business expenses described in Section 5(a)(ii), the Final Compensation shall be paid to the Executive at the time of termination prescribed by applicable law and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to in all events within thirty (30) days following the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”)Termination Date. Any obligation of the Company to provide Executive the Severance Benefits is conditioned conditioned, however, on the Executive signingsigning and returning to the Company (without revoking) a timely and effective general release of claims in the form provided by the Company by the deadline specified therein, delivering all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in material respects with the obligations of the Executive to the Company and not revoking a releaseits Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(h) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in a form acceptable accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the Company (day immediately following the “Release”), within sixty (60) days of his Termination Date, which being due and payable on the Company’s next regular payday for executives that follows the effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in any event will require all events be paid in the later taxable year. The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to reaffirm his obligations and commitments to seek the Company under Section 7 advice of this Agreementan attorney before signing the Release of Claims.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any timetime upon notice to the Executive. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, then in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsCompensation, the Company shall: shall pay or provide to the Executive: (ai) continue to pay Executive Continued payment of the Executive’s Base Salary at the rate in effect on the Termination Date during date of termination (ignoring any reduction of Base Salary that forms the Restricted basis for a Good Reason termination), until the conclusion of a period equal to six (6) months following the date of termination (the “Salary Continuation Period”), subject to required deductions and payable in accordance with the first payment being on normal payroll practices of the Company, beginning at the Company’s next regular payroll period which is at least eight (8) business days following the effective date Executive’s satisfaction of the Release (Condition(as defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year), the first which payment shall be retroactive to the next business day following the date of termination; and (ii) An amount equal to up to fifty percent (50%) of the Target Bonus which Executive would have been entitled to receive for the fiscal year of termination pursuant to Section 4(b), payable based on actual achievement of the performance criteria applicable to the bonus and net of any amounts previously paid in to the subsequent taxable year Executive (for examplethe “Pro Rata Bonus”) (e.g., if the Executive’s employment terminates during the second fiscal quarter, and the Executive terminates on December 1, then was previously paid a bonus for the first payment shall not fiscal quarter, the Executive will be paid until entitled to a bonus amount based on or after January 1 actual performance for the second and third fiscal quarters of the next fiscal year, regardless of when ). The Pro Rata Bonus is payable at the Release is returned)); same time that such bonuses are generally paid to other senior executives. (biii) continue If the Executive and the Executive’s health insurance benefits for the Restricted Period spouse and eligible dependents are entitled to, and timely elect to, continue their coverage (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible coverage of any one of them) under the terms of the Company’s group health insurance plan or would otherwise expose the Company plans pursuant to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount Section 4980B of the Bonus Executive would have earned for the year in which the termination occurredInternal Revenue Code of 1986, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company amended (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “ReleaseCOBRA”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 will pay the premiums (or reimburse the Executive for any premiums paid by the Executive for such COBRA continuation coverage for a period of this Agreement.six

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any time. If Executive’s employment is terminated time upon notice to the Executive by the Company without Cause following Board, effective as of the initial Public Offering then, date specified in addition to paying Executive such notice. In the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive, other than to (ai) pay the Executive the Accrued Obligations; (ii) continue to pay the Executive the her Base Salary at the rate in effect on the Termination Date during date of termination for the Restricted period of twelve (12) months following such termination (the “Continuation Period, ”) in accordance with the first payment being on the Company’s next regular normal payroll period which is at least eight practices for its executives; (8) business iii) continue to provide medical and dental benefits during the Continuation Period (subject to any employee contribution applicable to active employees generally and the Executive’s timely election of continuation coverage under COBRA); (iv) pay the Executive the Annual Bonus, if any, that would otherwise have been payable to her under Section 3(b) of this Agreement with respect to the fiscal year of termination of employment, without regard to the Executive’s termination of employment; (v) pay the Executive the Prior Year Bonus; and (vi) continue to provide the Executive the Annual Bonus for the portion of the Continuation Period beginning after the fiscal year of termination of employment, based on actual performance for the full fiscal year, pro-rated as though the Executive remained employed through the last day of the Continuation Period (collectively, the payments and benefits referred to in clauses (ii), (iii), (iv), (v) and (vi) are referred to as the “Severance Benefit”). The Accrued Obligations shall be payable in a lump sum within thirty (30) days following the effective date of the Release (defined below) (provided that termination of employment. Each of the Prior Year Bonus and the Annual Bonus, if the 60-day time period any, shall be payable when annual bonuses for the Release begins in one taxable applicable fiscal year and ends in a subsequent taxable year, are paid to other senior executives of the first payment Company. The Executive’s equity interests shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid governed by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance applicable BPS equity plan or would otherwise expose and the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementequity agreements.

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s employment without Cause hereunder at any timetime upon ten (10) or more days’ written notice to Executive. If The Company, in its sole discretion, may provide the Executive with ten (10) days’ pay in lieu of notice. In the event Executive’s employment is terminated pursuant to this Section 6(c), the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, and (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(c) and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company without Cause through the date of payment, but in any event, not later than March 15 of the calendar year following the initial Public Offering thencalendar year for which the Bonus is payable; (2) Executive shall receive any unpaid Bonus for the calendar year preceding his termination, in addition to paying the extent that all criteria for such bonus have been met (with the exception of the Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect being employed on the Termination Date during date the Restricted Period, with the first payment being on the Company’s next regular payroll period which Bonus is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment to be paid). Said Bonus shall be paid in at the subsequent taxable year (for example, if same time as the Bonus would have been paid had Executive terminates on December 1, then remained employed by the first payment shall not be paid until on or after January 1 Company through the date of the next year, regardless of when the Release is returned))payment; (b3) continue all of Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior outstanding but unvested equity awards granted pursuant to the Termination DateOffer of Employment and Section 3(c) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penaltiesthis Agreement shall vest immediately; and (c4) the Company shall pay Executive an amount equal to the pro rata amount nine (9) months of the Bonus Executive would have earned for the year in which the termination occurred, based on the CompanyExecutive’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending Base Salary at the time of such termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation The payment of any Bonus pursuant to clause (1) or clause (2) above and the acceleration of Executive’s options and stock pursuant to clause (3), are conditioned upon Executive signing a release in favor of the Company to provide Executive Company, as provided for in Section 6(f), and the Severance is conditioned on Executive signingshall be payable in a single lump sum within 30 days after the effective date of termination of the Employment Term, delivering subject to Executive’s execution, delivery and non-revocation of a release in favor of the Company, as provided for in Section 6(f). Except as specifically set forth in Section 9 hereof, the Company and not revoking a release, in a form acceptable shall have no further obligations to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During If during the Employment Term, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without other than for Cause and not as a result of Executive’s death or Disability, then Executive shall receive the following benefits and compensation from the initial Public Offering thenCompany, in addition to paying Executive the Final Compensation and subject to Executive’s the Release requirement under Section 6(e) below and compliance with Article 7 in all material respectsthe obligations under Sections 9, 10, 11, 12 and 13 of this Agreement: (i) the Company shall: (a) continue to shall pay Executive the Accrued Obligation within 30 days following Executive’s Termination Date or such earlier date as may be required by law; (ii) the Company shall pay Executive a severance payment equal to one (1) times the Executive’s Base Salary at the rate in effect on the Termination Date during or, if the Restricted Executive’s Termination Date is within the 24-month period beginning on the occurrence of a Change in Control (the “Protected Period”), two (2) times the Executive’s Base Salary at the rate in effect on the Termination Date, payable in equal installments over a twelve- (12-) month period or twenty-four- (24-) month period, respectively, commencing on the 60th day following the Termination Date in accordance with the first payment being on the Company’s next regular standard payroll period which is at least eight cycle; (8) business days following iii) the effective date Company shall reimburse Executive for the portion of the Release premium cost paid by Executive for continuation coverage under the Company’s group health plan (defined below“COBRA Coverage”) that is above the premium cost paid by similarly situated active executives for coverage under the Company’s group health plan for a period of twelve (12) months or, if the Executive’s Termination Date is within the Protected Period, for a period of twenty-four (24) months, or if earlier, until the date such COBRA Coverage terminates, provided that if Executive properly and timely elects COBRA Coverage and timely pays all required premiums; and (iv) the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment Benefit Obligation shall be paid to Executive at the times specified in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under and in accordance with the terms of the Company’s health insurance plan or would otherwise expose applicable benefit plans and compensation arrangements. For the Company avoidance of doubt, if Executive voluntarily resigns his employment for any reason, he will not be entitled to tax or other penalties; and receive the severance benefits described in clauses (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (bii) and (ciii) are collectively referenced as above. Notwithstanding anything to the “Severance”). Any obligation contrary herein, a transaction in which Xxxxxxx Xxxxxxxx retains control of the Company acquiror or successor entity (within the meaning of Rule 12b-2 of the Securities Exchange Act of 1934) will not be deemed to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking be a release, Change in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 Control for purposes of this AgreementSection 6(b).

By the Company Without Cause. During the Term, the (a) The Company may terminate Executive’s employment without Cause “Cause” (as defined below) at any time. If time following the Effective Date upon delivery of a Notice of Termination to Executive. (b) Upon termination of Executive’s employment is terminated by the Company without Cause following Without Cause, other than due to death, Disability or a Change of Control Termination Event, Executive shall be entitled to: (i) the initial Public Offering thenAccrued Amounts, payable in addition to paying Executive the Final Compensation and accordance with Section 5.1(a); (ii) subject to Executive’s compliance with Article 7 in all material respects, execution and delivery to the Company shall: of (a) continue to pay Executive a letter of resignation resigning as a member of the Base Salary at the rate in effect on the Termination Date during the Restricted PeriodBoard, if applicable, and all other positions with the first payment being on Company and its subsidiaries (the Company’s next regular payroll period “Letter of Resignation”) and (b) a general release of claims in such form as reasonably determined by the Company and containing carve outs for (A) indemnification, contribution, and directors and officers insurance rights to which is at least eight Executive may be entitled, (8) business B) rights in his capacity as an equity holder, (C) rights to collect the Severance Payment and COBRA Coverage, and (D) rights to any vested employee benefits (which execution version of such release will be provided no later than five (5) calendar days following the effective date Date of Termination) and such general release (the “ Release ”) has become irrevocable pursuant to its terms and applicable law, payments equal to three (defined below3) months’ Base Salary for each year of service at the prevailing rate, which payment will be made in installments in accordance with the normal payroll schedule following the Date of Termination (provided that if the 60-day time period for “ Severance Payment ”) subject to the Release begins in one taxable year delay of payment under Section 5.7. The minimum Severance Payment will be equal to three (3) months Base Salary and ends in a subsequent taxable year, the first payment shall maximum Severance Payment will be paid in the subsequent taxable year equal to eighteen (for example, 18) months Base Salary; and (iii) if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) elects to continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible his medical coverage under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and Consolidated Omnibus Budget Reconciliation Act (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “ReleaseCOBRA”), within sixty the Executive shall pay for coverage under COBRA following the Date of Termination (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement“ COBRA Coverage ”).

By the Company Without Cause. During the Term, the Company may terminate (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time. Cause. (ii) If Executive’s employment is terminated by the Company without Cause following (other than by reason of death or Disability), Executive shall be entitled to receive: (A) the initial Public Offering then, in addition to paying Executive the Final Compensation and Accrued Rights; and (B) subject to Executive’s continued compliance with Article 7 in all material respectsthe provisions of Sections 9 and 10, the Company shall: (ai) continue to pay Executive continued payment of the Base Salary at in accordance with the rate Company’s normal payroll practices, as in effect on the Termination Date during date of termination of Executive’s employment, for a period of twelve (12) months following the Restricted Perioddate of such termination, with the first payment being on (ii) continuation of medical benefits under the Company’s next regular payroll period which is then current medical plans at least eight (8) business days following the effective same level provided by the Company on the date of the Release termination, for a period of twelve (defined below12) (months, provided that such medical benefits shall end earlier if the 60-day time period for the Release begins in one taxable year and ends Executive becomes eligible to participate in a medical plan offered by a subsequent taxable yearemployer, and (iii) the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 Annual Bonus as of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms end of the Company’s health insurance plan or would otherwise expose Fiscal Year during which Executive’s termination without Cause occurred, based upon the Company to tax or other penalties; then current Bonus Targets and (c) pay Executive an amount equal the percentage of Base Salary applicable to the pro rata amount of the Annual Bonus Executive would have earned for the year in which previous Fiscal Year during the termination occurredEmployment Term (and if there is no prior Fiscal Year during the Employment Term, based on the percentage of Base Salary established for the Annual Bonus for the year ending December 31, 2010). In addition, the Stock Options held by Executive to the extent such Stock Options have already vested and become exercisable, will remain exercisable for a period of ninety (90) days from the date of termination, after which date all Stock Options will expire. The Executive’s receipt of any Severance Payments and the Company’s performance for payment of the entire fiscal year foregoing amounts to Executive under this Section 8(c)(ii)(B) shall be expressly conditioned upon and in which the termination occurred relative to the performance measurements that were pending at the time consideration of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives execution and nonrevocation of a General Release in favor of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releaseCompany, in a form acceptable substantially the same as Exhibit C hereto and a separation agreement with reasonable and customary terms and conditions. (The period during which Executive is entitled to receive his Base Salary after termination of employment is referred to as the “Severance Period” and the amount so received as “Severance Payments.”) The amount set forth in Section 8(c)(ii)(B) shall be in lieu of, and not in addition to, any severance benefits under any severance plan or policy of the Company or any of its affiliates. Following Executive’s termination of employment by the Company without Cause (the “Release”other than by reason of Executive’s death or Disability), within sixty (60) days of his Termination Dateexcept as set forth in this Section 8(c)(ii), which Release in Executive shall have no further rights to any event will require Executive to reaffirm his obligations and commitments to the Company compensation or any other benefits under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or Disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. (ii) Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 1⁄2) months after the Termination Date. (iii) The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). (iv) During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 7 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this Agreementsubsection (iv) shall cease if the Executive and/or the Executive’s dependents become eligible to be covered under an employee welfare benefit plan of another employer of the Executive that provides medical and dental benefits. (v) Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 1⁄2) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. During The Company shall be entitled to terminate this Agreement and the Term, Employee’s employment with the Company may terminate Executiveat any time without Cause upon written notice to the Employee. Upon termination by the Company of this Agreement and the Employee’s employment without Cause at any time. If Executive’s employment is terminated by with the Company without Cause following in accordance with the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to ExecutiveCompany’s compliance with Article 7 in all material respectsnotice of termination, the Company shall: shall pay or provide to the Employee at the time the Company has in fact terminated the Employee (aor, following his death, to the Employee’s heirs, administrators or executors) continue the amounts and benefits described below: (A) The Accrued Obligations through the date of termination of employment. (B) Subject to pay Executive the Sections 7(g) and (h) below, an amount of Base Salary (at the rate of Base Salary in effect on immediately prior to the Termination Date during Employee’s termination hereunder) that would be payable from the Restricted Perioddate of termination of employment until June 30, with 2017 (the first payment being “Severance”). Except as otherwise provided in this Agreement, the Company shall pay to Employee the Severance in substantially equal installments commencing on the Company’s next regular payroll period which is at least eight (8) business days date following the effective date of the Release (defined referenced in Section 7(h) below) (provided becomes irrevocable and enforceable; provided, however, that if the 60-30 day time period for the Release referenced in Section 7(h) below begins in one taxable calendar year and ends in a subsequent taxable the following calendar year, the first payment Company shall be paid pay to Employee the Severance in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount substantially equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based installments commencing on the Company’s performance for first eligible regular payroll date occurring in the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such following calendar year. Any such prorated Bonus The Company shall be payable at such time or times as bonuses are payable deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions. (C) Subject to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (bSections 7(g) and (ch) are collectively referenced below, COBRA continuation coverage paid in full by the Company, so long as Employee has not become actually covered by the medical plan of a subsequent employer during any such month and is otherwise entitled to COBRA continuation coverage, with such payments to continue for coverage ending June 30, 2017. After such period, Employee is responsible for paying the full cost for any additional COBRA continuation coverage to which Employee is then entitled. If the Company’s payment of the COBRA premiums on the Employee’s behalf would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “SeveranceAct”). Any obligation ) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to provide Executive the Severance is conditioned on Executive signing, delivering imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. (D) The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and not revoking a releaseFUTA, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementother appropriate deductions.

By the Company Without Cause. During the TermThe Company may, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by , terminate this Agreement for the Company without Cause following convenience of the initial Public Offering thenCompany, in addition to paying Executive provided the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shallCompany: (ai) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, beginning with the first payroll period following the sixtieth (60th) day following termination, pays Employee twelve (12) months of Employee’s then current base salary, provided, that the initial payment being shall include salary for all payroll periods from the date of termination through the date of such initial payment; (ii) pays Employee, on the Company’s next regular payroll period which is at least eight sixtieth (8) business days following the effective date of the Release (defined below60th) (provided that if the 60day after termination, a one-day time period for the Release begins bonus in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount Annual Incentive Bonus that Employee was paid in the calendar year immediately preceding the calendar year in which termination occurs, prorated to reflect the number of the Bonus Executive would have earned for days in which Employee worked in the year in which such termination occurs, provided however, that for a termination that occurs in calendar years 2023 or 2024, such pro-rated bonus shall be based on the greater of Employee’s (aa) bonus paid for the prior year’s performance (i.e., the 2022 bonus paid in 2023 or the 2023 bonus paid in 2024, as applicable) or (bb) fifty percent (50%) of Employee’s contractual target bonus; and (iii) provide that all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one (1) year anniversary of such termination, as if Employee had remained employed hereunder through that date (i.e., subject to the conditions stated immediately below) (the “Without Cause Severance Benefits”). Employee’s receipt of the Without Cause Severance Benefits is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of her employment and/or the termination occurredof employment, based (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor, i.e., if Employee fails to timely sign or revoke a release, violates any of the restrictive covenants contained in Section 4 hereof, or fails to provide consulting services when requested, the Without Cause Severance Benefits shall cease. Any payment of salary made by the Company pursuant to this Section 7.c shall be made pro rata on the Company’s performance regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.c shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the entire fiscal year in which Company, except for salary or other compensation earned through the termination occurred relative to the performance measurements that were pending at the time date of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives payment of the earned but unused vacation in accordance with Company (the benefits, which the parties acknowledge are not required by law, outlined policy then in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementexistence.

By the Company Without Cause. During or By Executive for Good Reason. ------------------------------------------------------------ Entitlement to Severance Benefits. If, during the TermTerm of the Agreement, --------------------------------- the Company terminates Executive's employment without Cause, or if Executive terminates his employment for Good Reason, the Company may terminate will, provide severance benefits to Executive as set forth below in this Section 2.3: (i) If such termination occurs prior to the first anniversary of the date hereof, (1) the Company will make severance payments to the Executive equal to twelve (12) months salary, at the Executive’s employment without Cause 's then current base salary, such payments to be made in conformity with the Company's then prevailing compensation practices, (2) the Company will provide six (6) months of continued medical and dental coverage on the same terms and conditions in effect immediately prior to such termination, and (iii) ten percent (10%) of any unvested portion of the stock option granted to the Executive as of the date hereof shall accelerate and become immediately exercisable as of the date of termination; or (ii) If such termination occurs on or after the first anniversary of the date hereof but prior to the second anniversary of the date hereof, (1) the Company will make severance payments to the Executive equal to nine (9) months salary, at the Executive's then current base salary, such payments to be made in conformity with the Company's then prevailing compensation practices, (2) the Company will provide four and one-half (4.5) months of continued medical and dental coverage on the same terms and conditions in effect immediately prior to such termination, and (iii) seven and one-half percent (7.5%) of any time. unvested portion of the stock option granted to the Executive as of the date hereof shall accelerate and become immediately exercisable as of the date of termination; or (iii) If such termination occurs on or after the second anniversary of the date hereof but prior to the third anniversary of the date hereof, (1) the Company will make severance payments to the Executive equal to six (6) months salary, at the Executive’s 's then current base salary, such payments to be made in conformity with the Company's then prevailing compensation practices, (2) the Company will provide three (3) months of continued medical and dental coverage on the same terms and conditions in effect immediately prior to such termination, and (iii) five percent (5%) of any unvested portion of the stock option granted to the Executive as of the date hereof shall accelerate and become immediately exercisable as of the date of termination; or (iv) If such termination occurs on or after the third anniversary of the date hereof but prior to the fourth anniversary of the date hereof, (1) the Company will make severance payments to the Executive equal to three (3) months salary, at the Executive's then current base salary, such payments to be made in conformity with the Company's then prevailing compensation practices, (2) the Company will provide one and one-half (1.5) months of continued medical and dental coverage on the same terms and conditions in effect immediately prior to such termination, and (iii) two and one-half percent (2.5%) of any unvested portion of the stock option granted to the Executive as of the date hereof shall accelerate and become immediately exercisable as of the date of termination; provided, however, that if the Executive's employment is terminated by the Company without ----------------- Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted PeriodTerm of this Agreement and Xxxxx Xxxx is, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business within 90 days following before or after the effective date of such termination, no longer the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Chief Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 Officer of the next yearCompany, (i) the severance payments payable to the Executive shall, regardless of when and not in addition to the Release is returned)); foregoing, be equal to twelve (b12) continue months salary, at the Executive’s health insurance benefits for 's then current base salary, such payments to be made in conformity with the Restricted Period Company's then prevailing compensation practices, (at a cost no less favorable than that paid by Executive ii) the Company will provide six (6) months of continued medical and dental coverage on the same terms and conditions in effect immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; termination, and (ciii) pay Executive an amount equal the maximum stock option acceleration in 2.3(i)-(iv) above will also apply. The accelerated vesting of stock options contained in this Agreement are in addition to those contained in the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredAmendment to Stock Option Agreement, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefitsExhibit D, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.Rider A.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any time. If Executive’s employment is terminated time upon notice to the Executive by the Company without Cause following Board, effective as of the initial Public Offering then, date specified in addition to paying Executive such notice. In the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive, other than to (ai) pay the Executive the Accrued Obligations; (ii) continue to pay the Executive the his Base Salary at the rate in effect on the Termination Date during date of termination for the Restricted period of twenty-four (24) months following such termination (the “Continuation Period, ”) in accordance with the first payment being on the Company’s next regular normal payroll period which is at least eight practices for its executives; (8) business iii) continue to provide medical and dental benefits during the Continuation Period (subject to any employee contribution applicable to active employees generally and the Executive’s timely election of continuation coverage under COBRA); (iv) pay the Executive the Annual Bonus, if any, that would otherwise have been payable to him under Section 3(b) of this Agreement with respect to the fiscal year of termination of employment, without regard to the Executive’s termination of employment; (v) pay the Executive the Prior Year Bonus; and (vi) continue to provide the Executive the Annual Bonus for the portion of the Continuation Period beginning after the fiscal year of termination of employment, based on actual performance for the full fiscal year, pro-rated as though the Executive remained employed through the last day of the Continuation Period (collectively, the payments and benefits referred to in clauses (ii), (iii), (iv), (v) and (vi) are referred to as the “Severance Benefit”). The Accrued Obligations shall be payable in a lump sum within thirty (30) days following the effective date of the Release (defined below) (provided that termination of employment. Each of the Prior Year Bonus and the Annual Bonus, if the 60-day time period any, shall be payable when annual bonuses for the Release begins in one taxable applicable fiscal year and ends in a subsequent taxable year, are paid to other senior executives of the first payment Company. The Executive’s equity interests shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid governed by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance applicable BPS equity plan or would otherwise expose and the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementequity agreements.

By the Company Without Cause. During the Term, the Company The Executive's employment pursuant to this Agreement may terminate Executive’s employment without Cause at any time. If Executive’s employment is be terminated by the Company at any time without Cause following by delivery of a Notice of Termination to the initial Public Offering then, in addition Executive. In the event that the Executive's employment is terminated pursuant to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsthis Section 10(e), the Company shall: Executive shall be entitled to receive (ai) continue on or prior to pay the Date of Termination, all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) an amount equal to two hundred percent (200%) of the Executive's Base Salary at the then-current rate in effect on the Termination Date during the Restricted Periodof Base Salary, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined belowiii) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive extent applicable, an amount equal to the pro rata Pro Rata Bonus, (iv) in the event that the Executive is entitled to receive a payment with respect to the Pro Rata Bonus, a severance amount equal to two hundred percent (200%) of the Pro Rata Bonus and (v) a lump sum payment equal to the then present value of all major medical, disability and life insurance coverage to be provided pursuant to Section 9 above through the date two (2) years after the Date of Termination, provided that under such circumstances the Executive would have earned for shall make all COBRA premium payments on her own behalf. The sum of the year amounts described in which clauses (ii), (iii), if any, (iv) and (v) above hereafter referred to as the termination occurred, based "Severance Amount." Fifty percent (50%) of the Severance Amount shall be paid to the Executive no later than ten (10) days following the Date of Termination and the balance of the Severance Amount shall be paid to the Executive in twenty-four (24) equal monthly installments commencing on the Company’s performance for first day of the entire fiscal year month immediately following the Date of Termination. Additionally, in which the termination occurred relative event that the Executive's employment is terminated pursuant to this Section 10(e), a percentage of the performance measurements that were pending at the time Executive's options to purchase shares of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives capital stock of the Company (unvested as of the benefitsDate of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, which percentage shall equal the parties acknowledge are not required by lawpercentage of the twelve (12) month period immediately preceding such subsequent vesting date occurring prior to the Date of Termination, outlined in Section(sshall immediately vest and become exercisable on the Date of Termination. In the event that the Employment Agreement of Sanxxx X. XxXxx [IASIS HEALTHCARE(R) 5.4(a)LOGO] 4 5 Executive shall be entitled to receive a bonus payment pursuant to clause (iii) above, (b) and (c) are collectively referenced as all of the “Severance”). Any obligation Executive's options to purchase capital stock of the Company to provide Executive that are vested as of the Severance is conditioned on Executive signing, delivering applicable Date of Termination or become vested pursuant to the Company and not revoking a release, in a form acceptable immediately preceding sentence may be Date of Termination notwithstanding any other provision of the Stock Option Plan or any grant of options there under to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementcontrary.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company at any time without Cause at any timeby delivery of a Notice of Termination. If the Executive’s employment is terminated by pursuant to this Section 9(e), the Company without Cause following Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the initial Public Offering thenExecutive under this Agreement through the Date of Termination, in addition (ii) the amount of any cash bonus related to paying Executive any Fiscal Year ending before the Final Compensation Date of Termination (and subject the fiscal year ending on March 31, 2011) that has been earned but remains unpaid, (iii) an amount equal to two hundred percent (200%) of the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the then-current rate of Base Salary, and (iv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in effect clauses (i) through (iii) above will be paid to the Executive ratably over a twelve month period commencing on the normal payroll cycle occurring immediately following the expiration of the Severance Delay Period, in accordance with the Company’s normal payroll policies and procedures. Additionally, if the Executive’s employment is terminated pursuant to this Section 9(e), notwithstanding anything contained in the Original Agreement, any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units granted after the date hereof: (i) the number of Performance Units, if any, that were earned during a completed performance period but remain unvested, multiplied by a fraction, the numerator of which is the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, payment for which shall be processed within thirty (30) days following the expiration of the Severance Delay Period; and (ii) the number of Performance Units, if any, for performance periods that are ongoing as of the Date during of Termination and for which at least one-year of the Restricted Periodperformance period has elapsed as of the Date of Termination, multiplied by a fraction, the numerator of which is the full number of calendar months that elapsed between the beginning of the performance period and the Date of Termination and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture, with the first payment being on settlement of such performance units to occur after the completion of the applicable performance period based upon the Company’s next regular payroll period which is at least eight (8) business days actual performance as determined following the effective date completion of the Release (defined below) (provided that if the 60-day time period for the Release begins applicable performance periods in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under accordance with the terms of the Company’s health insurance plan or Performance Unit grant documents and with payment to be made as soon as administratively practicable after the end of the performance period stated in the applicable grant documents and at the time the Executive would otherwise expose have received payment had the Executive remained employed. “Performance Unit” shall mean any equity incentive awards granted by the Company to tax the Executive that are earned based upon achievement of performance measures during a performance period as defined by the accompanying grant documents. As a condition to receiving such payments, the Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A prior to the expiration of the Severance Delay Period. “Severance Delay Period” shall mean the period beginning on the Date of Termination and ending on the thirtieth day thereafter. Notwithstanding the foregoing, in the event that the Executive's “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) occurs in connection with an exit incentive program or other penalties; and (c) pay Executive an amount equal employment termination program offered to a group or class of employees, as defined under the pro rata amount of Older Worker Benefit Protection Act, 29 U.S.C. Section 626, the Bonus Executive would have earned for Severance Delay Period shall mean the year in which the termination occurred, based period beginning on the Company’s performance for Date of Termination and ending on the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementsixtieth day thereafter.

By the Company Without Cause. During the Term, the (a) The Company may terminate Executive’s employment without Cause “Cause” (as defined below) at any time. If time following the Effective Date upon delivery of a Notice of Termination to Executive. (b) Upon termination of Executive’s employment is terminated by the Company without Cause following the initial Public Offering thenCause, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year entitled to (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned contingent on Executive signing, delivering to the Company Company, and not revoking a revoking, an executed release, substantially in the form attached hereto as Exhibit A (a form acceptable to the Company (the “Release”), within sixty thirty-five (6035) days (the “35 Day Period”) following the Date of Termination of Executive’s employment, provided that the Company has delivered to Executive the Release for execution within three (3) business days following the Date of Termination): (i) the greater of (A) Executive’s aggregate then current Base Salary for the remainder of the Term and (B) two (2) times Executive’s then current Base Salary, which payment under this Section 5.2(b)(i) shall be made in twelve (12) equal monthly installments (each such installment shall be treated as a separate payment under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)); (ii) subject to Section 5.8, if Executive makes a timely election to continue his medical coverage under COBRA, the Company shall pay for coverage under COBRA for one (1) year following the Date of Termination; (iii) (A) the vesting in full of his then unvested Restricted Shares and Option Shares that would have vested on the next vesting date immediately following the Date of Termination Dateand (B) the vesting of fifty percent (50%) of his remaining unvested Restricted Shares; and (iv) (A) the vesting in full of his then unvested Performance Shares that would have vested on the Service-Based Vesting Date immediately following the Date of Termination; provided, which Release in any event will require Executive to reaffirm his obligations and commitments that the Share Appreciation Target for such measurement period is achieved prior to the Company under Date of Termination and (B) the vesting of fifty percent (50%) of his remaining unvested Performance Shares; provided, that the respective Share Appreciation Target is achieved prior to the Date of Termination, calculated in each case pursuant to Section 7 3.7(b)(ii). Notwithstanding anything herein to the contrary, any payments contingent upon a Release that are payable during the 35 Day Period shall be accumulated and paid on the first payroll period following the completion of this Agreementsuch 35 Day Period.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to seventy-five percent (75%) of the Executive’s Base Salary for a period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. (ii) Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 1/2) months after the Termination Date. (iii) The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payments to the Termination Date and the Standard Termination Payments (as described above). (iv) During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 1/2) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above. (vi) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under the Company’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to subsection (c)(v) above and Section 7 of this Agreement19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the Company The Executive's employment pursuant to this Agreement may terminate Executive’s employment without Cause at any time. If Executive’s employment is be terminated by the Company at any time without Cause following by delivery of a Notice of Termination to the initial Public Offering then, in addition Executive. In the event that the Executive's employment is terminated pursuant to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsthis Section 10(e), the Company shall: Executive shall be entitled to receive (ai) continue on or prior to pay the Date of Termination, all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) an amount equal to two hundred percent (200%) of the Executive's Base Salary at the then-current rate in effect on the Termination Date during the Restricted Periodof Base Salary, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined belowiii) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive extent applicable, an amount equal to the pro rata amount bonus (the "Pro Rata Bonus") determined by comparing the Company's actual aggregate earnings before interest, taxes, depreciation and amortization ("EBITDA") for the period beginning on the first day of the Bonus Executive would have earned for fiscal year during which the year Date of Termination occurs and ending on the last day of the month in which the termination occurredDate of Termination occurs (such period, based on the Company’s performance "Bonus Measuring Period"), with the aggregate budgeted EBITDA as reflected in the monthly budgets prepared by the Company and accepted by the Company Board with respect to such period, provided, the Pro Rata Bonus shall be in an amount equal to the product of (I) a fraction, the numerator of which equals the number of months in the Bonus Measuring Period and the denominator of which equals twelve and (II) the bonus set forth in the Bonus Plan for the entire fiscal year in which the termination occurred relative Date of Termination occurs, treating the Bonus Measuring Period as if it was the full fiscal year for purposes of determining the Executive's bonus percentage, (iv) in the event that the Executive is entitled to receive a payment with respect to the performance measurements that were pending at Pro Rata Bonus, a severance amount equal to two hundred percent (200%) of the time Pro Rata Bonus and (v) a lump sum payment equal to the then present value of termination all major medical, disability and life insurance coverage to be used provided pursuant to determine Executive’s bonus for Section 9 above through the date two (2) years after the Date of Termination, provided that under such yearcircumstances the Executive shall make all COBRA premium payments on _____ own behalf. Any such prorated Bonus The sum of the amounts described in clauses (ii), (iii), if any, (iv) and (v) above hereafter referred to as the "Severance Amount." Fifty percent (50%) of the Severance Amount shall be payable at such time or times as bonuses are payable paid to the other executives Executive no later than ten (10) days following the Date of Termination and the balance of the Severance Amount shall be paid to the Executive in twenty-four (24) equal monthly installments commencing on the first day of the month immediately following the Date of Termination. Additionally, in the event that the Executive's employment is terminated pursuant to this Section 10(e), a percentage of the Executive's options to purchase shares of capital stock of the Company (unvested as of the benefitsDate of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, which percentage shall equal the parties acknowledge are not required by lawpercentage of the twelve (12) month period immediately preceding such subsequent vesting date occurring prior to the Date of Termination, outlined in Section(sshall immediately vest and become exercisable on the Date of Termination. In the event that the Executive shall be entitled to receive a bonus payment pursuant to clause (iii) 5.4(a)above, (b) and (c) are collectively referenced as all of the “Severance”). Any obligation Executive's options to purchase capital stock of the Company to provide Executive that are vested as of the Severance is conditioned on Executive signing, delivering applicable Date of Termination or become vested pursuant to the Company and not revoking a release, in a form acceptable immediately preceding sentence may be exercised by the Executive at any time within twenty-four (24) months following the Executive's Date of Termination notwithstanding any other provision of the Stock Option Plan or any grant of options there under to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementcontrary.

By the Company Without Cause. During the Term, the Company may terminate (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause at any time. Cause. (ii) If Executive’s employment is terminated by the Company without Cause following (other than by reason of death or Disability, or if the initial Public Offering thenCompany fails to employ the Executive on Effective Date), in addition Executive shall be entitled to paying Executive receive: (A) the Final Compensation Accrued Rights; (B) if Executive’s employment is terminated without Cause prior to the second anniversary of the Effective Date, and subject to Executive’s continued compliance with Article 7 in all material respectsthe provisions of Sections 11 and 12, the Company shall: (a) continue to pay Executive continued payment of the Base Salary at in accordance with the rate Company’s normal payroll practices, as in effect on the Termination Date during date of termination of Executive’s employment, for a period beginning on the Restricted Period, date of termination and ending on the second anniversary of the Effective Date; (C) subject to Executive’s continued compliance with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date provisions of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year Sections 11 and ends in a subsequent taxable year12, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount one (1) year of the Bonus Executive would have earned for the year in which the termination occurred, based on the CompanyExecutive’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending Base Salary at the time of termination and payable after payment in full of any payments due to be used to determine ExecutiveExecutive under Section 10(c)(ii)(B), over the following twelve month period in equal installments on the Company’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company regular payroll dates (the benefits, which the parties acknowledge are not required by law, outlined amounts in Section(s) 5.4(a), (bSections 10(c)(ii)(B) and (cC) are collectively referenced shall be referred to as the “SeveranceSeverance Pay”); (D) continued coverage under the Company’s medical, dental, vision, accident, disability and life insurance benefits on substantially the same terms (including terms applicable to participant contributions toward the cost of such coverage) as applicable to the Executive at the time of termination (“Ongoing Benefits”) for a period of twelve (12) months commencing on the date the Executive’s employment terminates; provided that Ongoing Benefits shall cease on the date the Executive becomes eligible for comparable benefits through subsequent employment; and (E) The Executive’s rights and benefits upon termination under any other applicable Company plans or programs shall be determined under the specific terms of such plans or programs. Any obligation Executive’s right to receive the payments set forth in Section 10(c)(ii)(B) and (C) shall be subject to Executive’s execution and non-revocation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to a general release of all claims against the Company and not revoking a releaseits affiliates, in a such form as is acceptable to the Company. Following Executive’s termination of employment by the Company without Cause (the “Release”other than by reason of Executive’s death or Disability), within sixty (60) days of his Termination Dateexcept as set forth in this Section 10(c)(ii), which Release in Executive shall have no further rights to any event will require Executive to reaffirm his obligations and commitments to the Company compensation or any other benefits under Section 7 of this Agreement.

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s employment without Cause hereunder at any timetime upon ten (10) or more days’ written notice to Executive. If The Company, in its sole discretion, may provide the Executive with ten (10) days’ pay in lieu of notice. In the event Executive’s employment is terminated pursuant to this Section 6(c), the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, and (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(c) and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the Bonus she would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company without Cause through the date of payment, but in any event, not later than March 15 of the calendar year following the initial Public Offering thencalendar year in which the Bonus is earned; (2) Executive shall receive any unpaid Bonus for the calendar year preceding her termination, to the extent that all criteria for such bonus have been met (with the exception of the Executive being employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (3) all of Executive’s outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; (4) all of Executive’s outstanding but unvested restricted and common stock granted pursuant to Section 3(d) of this Agreement shall vest immediately; and (5) Executive shall receive severance payments (the “Severance”) for twelve (12) months, following the date of termination, in addition to paying Executive the Final Compensation and subject an amount equal to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the 's annual Base Salary at the rate time of such termination, and payable in effect on the Termination Date during the Restricted Period, regular installments in accordance with the first payment being on the Company’s next regular usual payroll period which is at least eight practices beginning thirty (8) business 30) days following the effective Executive’s date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first termination. The payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next yearBonuses and the Severance, regardless as well as the acceleration of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at options and stock, are conditioned upon Executive signing a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms release in favor of the Company’s health insurance plan or would otherwise expose , as provided for in Section 6(f). Except as specifically set forth in Section 9 hereof, the Company shall have no further obligations to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any time. If Executive’s employment is terminated time upon notice to the Executive by the Company without Cause following Board, effective as of the initial Public Offering then, date specified in addition to paying Executive such notice. In the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsevent of such termination, the Company shall: shall have no further obligation or liability to the Executive, other than to (ai) pay the Executive the Accrued Obligations; (ii) continue to pay the Executive the his Base Salary at the rate in effect on the Termination Date during date of termination for the Restricted period of twelve (12) months following such termination (the “Continuation Period, ”) in accordance with the first payment being on the Company’s next regular normal payroll period which is at least eight practices for its executives; (8) business days following iii) continue to provide medical and dental benefits during the effective date Continuation Period (subject to any employee contribution applicable to active employees generally and the Executive’s timely election of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)continuation coverage under COBRA); (biv) pay the Executive the Annual Bonus, if any, that would otherwise have been payable to him under Section 3(b) of this Agreement with respect to the fiscal year of termination of employment, without regard to the Executive’s termination of employment; (v) pay the Executive the Prior Year Bonus; and (vi) continue to provide the Executive the Annual Bonus for the portion of the Continuation Period beginning after the fiscal year of termination of employment, based on actual performance for the full fiscal year, pro-rated as though the Executive remained employed through the last day of the Continuation Period (collectively, the payments and benefits referred to in clauses (ii), (iii), (iv), (v) and (vi) are referred to as the “Severance Benefit”). The Accrued Obligations shall be payable in accordance with applicable law. Each of the Prior Year Bonus and the Annual Bonus, if any, shall be payable when annual bonuses for the applicable fiscal year are paid to other senior executives of the Company. The Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid equity interests shall be governed by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance applicable BPS equity plan or would otherwise expose and the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementequity agreements.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, before the 60th day after termination of the Executive’s employment, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the subsequent taxable year Company shall pay the Executive an amount equal to fifty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 50%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date) or , with a lump sum payment on the economic equivalent thereto if such continuation is not permissible under the terms 60th day after termination of the CompanyExecutive’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount employment equal to the pro rata amount of payments the Bonus Executive would have earned received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. (ii) Subject to Section 19 below, the Company shall pay the Executive a lump sum on the 60th day after termination of the Executive’s employment, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative is 12. (iii) The Company shall also be obligated to pay to the performance measurements that were pending at Executive the time of termination Standard Termination Payments (as set forth above). (iv) During the Termination Period, the Executive and to be used to determine the Executive’s bonus for such year. Any such prorated Bonus shall dependents will be payable at such time or times entitled to continued participation in the “employee welfare benefit plans” (as bonuses are payable to the other executives defined in Section 3(1) of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.Employee Retirement Income Security Act of

By the Company Without Cause. During The Company may terminate Employee’s employment at any time without cause by giving Employee written notice thereof. In the Termevent the Company terminates Employee’s employment without cause, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) will continue to pay Executive Employee his current bi-weekly salary, less applicable lawful deductions, for a period of twelve (12) months following the Base Salary date of notice of termination of employment, or until Employee secures other substantially full-time employment or earns, on a monthly basis, at least 75% of Employee’s monthly salary hereunder, whichever occurs first. Employee shall be entitled to receive pro-rata vacation if terminated without cause, plus other benefits as provided by applicable law or by Company policy. If the Company terminates Employee’s employment under this Agreement for any reason other than Cause, and such termination occurs at the rate time of and in effect on the Termination Date during the Restricted Periodconnection with a Change of Control (as defined in Employee’s Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement both dated as of July 31, with the first payment being on the Company1998; and Employee’s next regular payroll period which is at least eight (8) business days following the effective date Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement both dated as of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December October 1, 1999), then the first payment shall not Company will be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits liable to Employee for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to his current bi-weekly salary, less applicable lawful deductions, for a period of twenty four (24) months, to be paid over the pro rata amount twelve (12) month period following the date of termination in substantially equal installment payments and in accordance with the normal payroll practices of the Bonus Executive would have earned for the year Company, as long as and only if Employee is not otherwise in which the termination occurreddefault hereunder during that period; provided, based on the Companyhowever, that Employee’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus salary shall not be payable once Employee secures other substantially full-time employment or earns, on a monthly basis, at such time or times least 75% of Employee’s monthly salary hereunder, whichever occurs first.” Except as bonuses are payable to the provided in this Amendment, all other executives provisions, terms, and conditions in Employee’s Employment Agreement, a copy of the Company (the benefitswhich is attached hereto, which the parties acknowledge are not required by law, outlined shall remain in Section(s) 5.4(a), (b) full force and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementeffect.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to seventy-five percent (75%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 7 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this Agreementsubsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above. In addition, Executive and the Executive’s dependents will be entitled to receive from the Company, and the Company shall provide to the Executive and the Executive’s dependents, medical benefits not less favorable than and on the same terms and for the same periods as those provided under the Company’s Postretirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to subsection (c)(v) above and Section 19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s 's employment hereunder without Cause at any time upon notice to the Executive. In the event of such termination at a time other than during the twelve (12) month period following a Change of Control (as defined in the Company's 2018 Equity Incentive Plan, as may be amended from time to time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then), in addition to paying Executive the Final Compensation and subject due to the Executive’s compliance with Article 7 in all material respects, the Company shall: will pay or provide the Executive the following (athe "Severance Benefits"): (i) the Company will continue to pay the Executive severance pay, at the same monthly rate as the Base Salary at Salary, for the rate in effect on twelve (12) month period following the Termination Date during (the Restricted "Severance Period, with the first payment being on the Company’s next regular payroll period which is at least eight "); (8) business days following the effective date of the Release (defined belowii) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) will pay the Executive an amount equal to Executive's then current Target Bonus, payable in substantially equal monthly installments during the pro rata amount Severance Period; and (iii) Executive will become fully vested as of the Bonus Executive would have earned for date of termination in the year in which the termination occurredRSUs granted under Section 4(e) of this Agreement, based on the Company’s performance for the entire fiscal year in which the termination occurred relative notwithstanding anything to the performance measurements that were pending contrary including, without limitation, the terms of the Equity Plan or any subsequent equity plan. Other than business expenses described in Section 5(a)(ii), the Final Compensation shall be paid to the Executive at the time of termination prescribed by applicable law and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to in all events within thirty (30) days following the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”)Termination Date. Any obligation of the Company to provide Executive the Severance Benefits is conditioned conditioned, however, on the Executive signingsigning and returning to the Company (without revoking), delivering by the deadline specified therein, a general release of claims in a reasonable and customary form provided by the Company, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the "Release of Claims"). The Company may discontinue the payment of Severance Benefits if Executive fails to comply in all material respects with the obligations of the Executive to the Company and not revoking a releaseits Affiliates that survive termination of her employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(h) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in a form acceptable accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the Company (day immediately following the “Release”), within sixty (60) days of his Termination Date, which being due and payable on the Company's next regular payday for executives that follows the effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive's taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in any event will require all events be paid in the later taxable year. The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to reaffirm his obligations and commitments to seek the Company under Section 7 advice of this Agreementan attorney before signing the Release of Claims.

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s 's employment without Cause hereunder at any timetime upon ten (10) or more days' written notice to Executive. If The Company, in its sole discretion, may provide the Executive with ten (10) days’ pay in lieu of notice. In the event Executive’s 's employment is terminated pursuant to this Section 6(c), the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, and (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(c), and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the Executive being employed of the date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company without Cause following through the initial Public Offering thendate of payment; (2) Executive shall receive any unpaid Bonus for the calendar year preceding his termination, in addition to paying the extent that all criteria for such bonus have been met (with the exception of the Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect being employed on the Termination Date during date the Restricted Period, with the first payment being on the Company’s next regular payroll period which Bonus is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment to be paid). Said Bonus shall be paid in at the subsequent taxable year (for example, if same time as the Bonus would have been paid had Executive terminates on December 1, then remained employed by the first payment shall not be paid until on or after January 1 Company through the date of the next year, regardless of when the Release is returned))payment; (b3) continue all of Executive's outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; (4) all of Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior outstanding but unvested restricted stock granted pursuant to the Termination DateSection 3(d) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penaltiesthis Agreement shall vest immediately; and (c5) pay Executive shall receive severance payments (the “Severance”) in an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending Executive's annual Base Salary at the time of such termination of one month for every fully completed year of service, up to one year. The payment of the Bonuses and to be used to determine the Severance, as well as the acceleration of Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses options and restricted stock, are payable to the other executives conditioned upon Executive signing a release in favor of the Company (the benefitsCompany, which the parties acknowledge are not required by law, outlined as provided for in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”Section 6(f). Any obligation of Except as specifically set forth in Section 8 hereof, the Company shall have no further obligations to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, before the 60th day after termination of the Executive’s employment, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the subsequent taxable year Company shall pay the Executive an amount equal to forty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 40%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date, with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. (ii) or Subject to Section 19 below, the economic equivalent thereto if Company shall pay the Executive a lump sum on the 60th day after termination of the Executive’s employment, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments (as set forth above). (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the Companyplan. In lieu of coverage for which such continued participation is not allowed, subject to Section 19 below, the Executive will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for the Executive and the Executive’s health insurance dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of another employer of the Bonus Executive would have earned for that provides the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time same or similar type of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During Non-Renewal by the Company or by the Executive with Good Reason. (a) If during the Term, (i) the Company may terminate terminates the Executive’s employment without Cause (which may be done at any time. If time without prior notice), (ii) the Executive’s employment is terminated terminates due to the Company giving the Executive written notice of its election not to renew the Term pursuant to Section 2 or (iii) the Executive terminates employment with Good Reason, the Executive will be entitled to the Accrued Benefits, and, beginning on the 60th day after such termination of employment, subject to Section 8.15(b), but only if the Executive has executed and not revoked within the revocation period a valid release agreement consistent with the terms of this Agreement in a form reasonably acceptable to the Company prior to such date, the Executive shall also be entitled to: (A) cash severance payments equal, in the aggregate, to the sum of (i) two years (or three years if the Termination Date occurs during a Protected Period) of the Executive’s Base Salary (disregarding any reduction therein that may constitute Good Reason), plus (ii) two years (or three years if the Termination Date occurs during a Protected Period) of the Executive’s Target Bonus for the calendar year in which the Termination Date occurs, payable over two years (or three years if the Termination Date occurs during a Protected Period) following the Termination Date in equal monthly installments, beginning on the 60th day following the Termination Date; (B) a lump-sum cash payment equal to the Target Bonus for the calendar year in which the Termination Date occurs, payable on the 60th day following the Termination Date; (C) any awards of stock options, restricted share units, restricted stock units, restricted stock, stock appreciation rights, deferred stock and other equity-based incentives, including, for avoidance of doubt, the Sign-On Equity Awards (collectively referred to as “Equity-Based Incentives”) held by the Company without Cause following Executive which have not vested prior to the initial Public Offering then, in addition Termination Date shall immediately vest and any outstanding Equity-Based Incentives held by the Executive which are stock options shall remain exercisable until the earlier to paying Executive occur of (A) the Final Compensation first anniversary of the effective date of such termination and (B) the final stated expiration date of the applicable Equity-Based Incentive; provided that with respect to any Equity-Based Incentive that is subject to Executive’s compliance with Article 7 in all material respectsperformance-based vesting conditions; (A) to the extent that the Termination Date occurs within the first half of the applicable performance period for such Equity-Based Incentive, then the Company shall: (a) continue to pay Executive the Base Salary Equity-Based Incentive shall become fully vested and shall be calculated, settled and delivered at the rate in effect target level without regard to any performance goal otherwise applicable thereto; and (B) to the extent that the Termination Date occurs within the latter half of the applicable performance period for such Equity-Based Incentive, then the Equity-Based Incentive shall become fully vested and will be calculated, settled and delivered (if at all) subject to and based on the actual performance and achievement of the applicable performance metrics calculated as of the Termination Date; provided, however, if the Termination Date occurs during a Protected Period, any Equity-Based Incentive that is subject to performance-based vesting conditions shall be calculated, paid and delivered at the target level without regard to any performance goal otherwise applicable; (D) a lump sum payment of an amount equal to all Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums that would be payable during the period beginning on the Termination Date and ending on the date that is 18 months (or, if the Termination Date occurs during the Restricted a Protected Period, with the first payment being ending on the Company’s next regular payroll period which date that is at least eight (8) business days following the effective date of the Release (defined below36 months) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or , assuming the economic equivalent thereto if such continuation is not permissible under Executive and the terms Executive’s eligible dependents who were enrolled in the group health plans of the CompanyCompany as of the Termination Date elected continuation coverage under such group health plans, as in effect, and at the applicable COBRA rates, as of the Termination Date, without regard to whether the Executive and the Executive’s health insurance plan dependents actually elected such coverage or would otherwise expose whether actual COBRA coverage is applicable for the Company to tax or other penaltiesabove referenced time period, payable on the 60th day following the Termination Date; and and (cE) pay Executive an amount a lump sum payment equal to the pro rata amount (as applicable): (A) 100% of the Bonus value of the Executive’s paid time off days (which, for purposes of this Agreement, shall be calculated as 1/365th of the Executive’s annualized Base Salary multiplied by each applicable day of paid time off for which Executive would have earned is being paid) for the year in which the termination occurred, based Termination Date occurs if the Termination Date occurs on or prior to March 30 of such calendar year; (B) 75% of the Companyvalue of the Executive’s performance paid time off days for the entire fiscal year in which the termination occurred relative to Termination Date occurs if the performance measurements that were pending at Termination Date occurs between April 1 and June 30 of such calendar year; (C) 50% of the time value of termination and to be used to determine the Executive’s bonus paid time off days for the year in which the Termination Date occurs if the Termination Date occurs between July 1 and September 30 of such calendar year. Any such prorated Bonus shall be payable at such time ; or times as bonuses are payable to the other executives (D) 25% of the Company (value of the benefits, Executive’s paid time off days for the year in which the parties acknowledge are not required by lawTermination Date occurs if the Termination Date occurs on or after October 1 of such calendar year, outlined in Section(s) 5.4(a), payable on the 60th day following the Termination Date. (b) and The Company shall have no obligation to provide the benefits set forth in Section 5.2(a) (cother than the Accrued Benefits) are collectively referenced as in the “Severance”). Any obligation event that the Executive has breached any of the Company provisions of Section 6. Subject to provide Executive the Severance is conditioned on Executive signingSection 8.15(b), delivering payments pursuant to Section 5.2(a) that would otherwise have been owed to the Company and not revoking a release, in a form acceptable Executive prior to the Company (the “Release”), within sixty (60) days 60th day after termination of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments employment shall be made to the Company under Section 7 Executive on the 60th day after such termination of this Agreementemployment.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any timetime upon notice to the Executive. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, then in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respectsCompensation, the Company shallshall pay or provide to the Executive: ​ (ai) continue to pay Executive Continued payment of the Executive’s Base Salary at the rate in effect on the Termination Date during date of termination (ignoring any reduction of Base Salary that forms the Restricted basis for a Good Reason termination), until the conclusion of a period equal to six (6) months following the date of termination (the “Salary Continuation Period”), subject to required deductions and payable in accordance with the first payment being on normal payroll practices of the Company, beginning at the Company’s next regular payroll period which is at least eight (8) business days following the effective date Executive’s satisfaction of the Release (Condition(as defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year), the first which payment shall be retroactive to the next business day following the date of termination; and ​ (ii) An amount equal to up to fifty percent (50%) of the Target Bonus which Executive would have been entitled to receive for the fiscal year of termination pursuant to Section 4(b), payable based on actual achievement of the performance criteria applicable to the bonus and net of any amounts previously paid to the Executive (the “Pro Rata Bonus”) (e.g., if the Executive’s employment terminates during the second fiscal quarter, and the Executive was previously paid a bonus for the first fiscal quarter, the Executive will be entitled to a bonus amount based on actual performance for the second and third fiscal quarters of the fiscal year). The Pro Rata Bonus is payable at the same time that such bonuses are generally paid to other senior executives. ​ ​ ​ ​ ​ (iii) If the Executive and the Executive’s spouse and eligible dependents are entitled to, and timely elect to, continue their coverage (or the coverage of any one of them) under the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), the Company will pay the premiums (or reimburse the Executive for any premiums paid by the Executive for such COBRA continuation coverage for a period of six (6) months following the last day of the month containing the Executive’s date of termination or, if earlier, (x) until the Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans or (y) the Executive becomes eligible for group health insurance coverage from another employer; provided, however, that in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until event termination occurs on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination one (1)-year anniversary of the Effective Date, the Executive shall be entitled to COBRA continuation coverage for a period of twelve (12) months following the last day of the month containing the Executive’s date of termination (subject to earlier termination as set forth in this clause (iii)(x) and (y)). Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 6(e)(iii) or eliminate the economic equivalent thereto if such benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its affiliates, including, without limitation, under Section 4980D of the Code. Following the applicable period of payment or reimbursement, the Executive may continue COBRA continuation is not permissible coverage under the terms of the Company’s group health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount extent the Executive remains eligible for such coverage) at the Executive’s own expense for the remainder of the Bonus Executive would have earned for the year in period during which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus Executive is eligible for such yearcoverage. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.​

By the Company Without Cause. During the Term, the Company may terminate Executive’s 's employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; (c) continue to pay the reasonable expenses for Executive’s security for a period of two years after termination of this Agreement and consistent with the Company’s provision of such security pursuant to Section 4.6 during the Term; and (cd) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) (c) and (cd) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the TermThe Company may, the Company may without Cause, terminate Executive’s employment without Cause hereunder at any timetime upon ten (10) or more days’ written notice to Executive. If The Company, in its sole discretion, may provide the Executive with ten (10) days’ pay in lieu of notice. In the event Executive’s employment is terminated pursuant to this Section 6(c), the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation, due to Executive at the date of such termination, and (ii) any amounts owing, but not yet paid, pursuant to Section 5 hereof. In addition, upon a termination under this Section 6(c) and upon the satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the calendar year in which such termination occurs, equal to the Bonus he would have received, to the extent all criteria for such a Bonus have been met (with the exception of the requirement that Executive be employed on date the Bonus is to be paid), for the calendar year of said termination multiplied by a fraction, the numerator of which is the number of days in such year preceding and including the date of termination, and the denominator of which is 365. Said pro-rata Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company without Cause through the date of payment, but in any event, not later than March 15 of the calendar year following the initial Public Offering thencalendar year in which the Bonus is earned; (2) Executive shall receive any unpaid Bonus for the calendar year preceding his termination, to the extent that all criteria for such bonus have been met (with the exception of the Executive being employed on the date the Bonus is to be paid). Said Bonus shall be paid at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of payment; (3) all of Executive’s outstanding but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; (4) all of Executive’s outstanding but unvested stock granted pursuant to Section 3(d) of this Agreement shall vest immediately; and (5) Executive shall receive severance payments (the “Severance”) in the form of salary continuation for six (6) months plus one (1) week for every completed year of service (for a total salary continuation period not to exceed one year), in addition to paying Executive the Final Compensation and subject to an amount based on Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the 's annual Base Salary at the rate time of such termination, and payable in effect on the Termination Date during the Restricted Period, regular installments in accordance with the first payment being on the Company’s next regular usual payroll period which is at least eight practices beginning thirty (8) business 30) days following the effective Executive’s date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first termination. The payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next yearBonuses and the Severance, regardless as well as the acceleration of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at options and stock, are conditioned upon Executive signing a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms release in favor of the Company’s health insurance plan or would otherwise expose , as provided for in Section 6(f). Except as specifically set forth in Section 9 hereof, the Company shall have no further obligations to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the Company may terminate The Executive’s employment pursuant to this Agreement may be terminated by the Company upon thirty (30) days’ prior written notice without Cause at any timeby delivery of a Notice of Termination to the Executive. If In the event that the Executive’s employment is terminated by pursuant to this Section 4.6 during the Term, the Executive shall be entitled to receive: (i) Base Salary to be provided to the Executive under this Agreement through the second anniversary of the Date of Termination payable in accordance with the Company’s ordinary payroll policies (whether or not the Term shall have expired during such period) with such payments commencing on the first Company without Cause payroll period occurring after the thirtieth (30th) day following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to Executive’s compliance Date of Termination; (ii) a lump sum payment equal to his then-current year’s Base Salary (payable on the thirtieth (30th) day following the Executive’s Date of Termination); (iii) bonus equal to the aggregate bonus paid to the Executive pursuant to the Company’s Cash Incentive Plan (“CIP”) for the two fiscal years immediately preceding the Date of Termination (the “Bonus Amount”), such amount to be paid ratably over the period in which Base Salary is paid under (i) above; (iv) health insurance benefits substantially commensurate with Article 7 in all material respects, the Company shall: Company’s standard health insurance benefits until the later of (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date second anniversary of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on Executive’s Date of Termination or after January 1 of the next year, regardless of when the Release is returned)); (b) continue such time that Executive and his current wife both reach the age of 65; (v) Executive’s health insurance earned (i.e. ‘banked’) but unpaid bonus under the LTCP; (vi) any other unpaid benefits for to which the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior is otherwise entitled under any other plan, policy or program of the Company applicable to the Executive as of the Date of Termination; and (vii) outplacement services suitable to the Executive’s position not to exceed $50,000 in amount or for a period exceeding the earlier of one year from the Date of Termination Date) or the economic equivalent thereto if such continuation is not permissible under first acceptance by the terms Executive of an offer of employment. In addition, the Executive shall be fully vested in all then outstanding options to acquire stock of the Company’s health insurance plan or would otherwise expose , and all then outstanding restricted shares of stock and restricted stock units of the Company to tax or other penalties; held by the Executive and any such options shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Executive’s death during such period, in which event the options shall be exercisable until the earlier of the first anniversary of the date of Executive’s death and the third anniversary of the Date of Termination) and (cy) pay the otherwise applicable normal expiration date of such option (these rights together with the payments and benefits enumerated in subsection (i) through (vii) above shall be referred to as the “Severance Payments”). As conditions precedent to receiving the Severance Payments contemplated by this Section 4.6, (a) the Executive an amount equal agrees to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurredsign, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of his employment, a release in favor of the Company (the benefitsCompany, which the parties acknowledge are not required by lawits directors and officers of any and all employment-law related claims, outlined in Section(s) 5.4(a), and (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering all applicable revocation periods shall have ended prior to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days scheduled receipt of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementSeverance Payment.

By the Company Without Cause. During the Term, the Company Xxxxxx'x employment pursuant to this Agreement may terminate Executive’s employment without Cause at any time. If Executive’s employment is be terminated by the Company upon thirty (30) days' prior written notice without Cause by delivery of a Notice of Termination to Xxxxxx. In the event that Xxxxxx'x employment is terminated pursuant to this Section 4.6 during the Term, Xxxxxx shall be entitled to receive: (i) Base Salary to be provided to Xxxxxx under this Agreement through the second anniversary of the Date of Termination payable in accordance with the Company's ordinary payroll policies (whether or not the Term shall have expired during such period) with such payments commencing on the first Company payroll period occurring after the thirtieth (30th) day following Xxxxxx'x Date of Termination; (ii) a lump sum payment of $999,427 (payable on the initial Public Offering then, in addition to paying Executive thirtieth (30th) day following Xxxxxx'x Date of Termination); (iii) health insurance benefits substantially commensurate with the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, Company's standard health insurance benefits until the Company shall: later of (a) continue to pay Executive the Base Salary at the rate in effect on the second anniversary of Xxxxxx'x Date of Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance such time that Xxxxxx and his current wife both reach the age of 65; (iv) Xxxxxx'x earned (i.e. 'banked') but unpaid bonus under the LTCP (payable in a lump sum within 10 days following Xxxxxx'x Date of Termination); and (v) any other unpaid benefits for to which Xxxxxx is otherwise entitled under any other plan, policy or program of the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior Company applicable to Xxxxxx as of the Termination Date) or the economic equivalent thereto if such continuation is not permissible under Date of Termination, in accordance with the terms of such plan, policy or program. In addition, Xxxxxx shall be fully vested in all then outstanding options to acquire stock of the Company’s health insurance plan or would otherwise expose , and all then outstanding restricted shares of stock and restricted stock units of the Company to tax or other penalties; held by Xxxxxx and any such options shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Xxxxxx'x death during such period, in which event the options shall be exercisable until the earlier of the first anniversary of the date of Xxxxxx'x death and the third anniversary of the Date of Termination) and (cy) pay Executive an amount equal the otherwise applicable normal expiration date of such option (these rights together with the payments and benefits enumerated in subsection (i) through (v) above shall be referred to as the pro rata amount “Severance Payments”). The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the Bonus Executive would have earned date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code and for the year in which the termination occurredperformance measurement period has not ended. For the avoidance of doubt, based on settlement of any restricted stock units, the Company’s performance vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.6, subject to any previous legally binding deferral election or contrary payment date provided for in the entire fiscal year in which applicable award agreement regarding such units. As conditions precedent to receiving the termination occurred relative Severance Payments contemplated by this Section 4.6, (a) Xxxxxx agrees to the performance measurements that were pending sign, at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of his employment, a release in favor of the Company (the benefitsCompany, which the parties acknowledge are not required by lawits directors and officers of any and all employment-law related claims, outlined in Section(s) 5.4(a), and (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering all applicable revocation periods shall have ended prior to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days scheduled receipt of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this AgreementSeverance Payment.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term (including notice of non-renewal) shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins in one taxable year and ends in a subsequent taxable year, Termination Date is later than the first payment shall be paid in date of the subsequent taxable year (for example, if Executive terminates on December 1notice, then from the first payment shall not be paid until on or after January 1 date of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to notice through the Termination Date) or , the economic equivalent thereto if such continuation is Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder, payable as described above. Thereafter, conditioned upon the Executive executing and not permissible under the terms revoking an effective general release in favor of the Company’s health insurance plan or would otherwise expose , the Company to tax or other penalties; Board and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a releasetheir affiliates, in a form mutually acceptable to the Company (the “Release”)both parties hereto, within sixty (60) days after termination of his the Executive’s employment, the Company shall pay the Executive the amounts set forth in this subsection (c) (except for the amounts set forth in subsection (c)(iii) which shall be paid as set forth below regardless of whether the Executive executes such release). Under such circumstances, subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive an amount equal to seventy-five percent (75%) of the Executive’s Base Salary for a period of twelve (12) months beginning immediately after the Termination Date (the “Termination Period”), in such periodic installments as were being paid immediately prior to the Termination Date, no less frequently than monthly, less any sums which Release in any event will require may be required to be deducted or withheld under applicable provisions of law. Subject to subsection (c)(v) and Section 19 below, the Company shall pay the Executive to reaffirm his obligations and commitments a lump sum, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of weeks in the Termination Period and the denominator of which is fifty-two (52), no later than two and a half (2 ½) months after the Termination Date. The Company shall also be obligated to pay to the Executive the earned and unpaid Incentive Payment to the Termination Date and the Standard Termination Payments (as described above). During the Termination Period, subject to subsection (c)(v) and Section 19 below, the Executive and the Executive’s dependents will be entitled to continued medical and dental benefits under the “employee welfare benefit plans” (as defined in Section 7 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such plans for which such continued participation is allowed pursuant to applicable law and the terms of the plan on the same terms as active employees (with the Company to pay or reimburse the Executive for such continued participation on a monthly basis). In lieu of medical and dental coverage for which such continued participation is not allowed, subject to subsection (c)(v) and Section 19 below, the Executive will be reimbursed, on a net after-tax basis, on a monthly basis, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide medical and dental benefits not less favorable than the medical and dental benefits provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this Agreementsubsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of medical and dental benefits. Notwithstanding any of the foregoing provisions, any payments to be made, or benefits to be delivered, under this subsection (c) (except for the amounts set forth in subsection (c)(iii) above) within the sixty (60) days after the Termination Date shall be accumulated and paid, subject to Section 19 below, in a lump sum on the first payroll date occurring more than sixty (60) days, and less than two and a half (2 ½) months, after the Termination Date, provided the Executive executes the release described above and the applicable revocation period thereunder expires within the time described above without the Executive having elected to revoke the release. Any benefits to be provided to the Executive during such time may be provided at the Executive’s expense with the Executive having the right to reimbursement of such amounts at the time described above.

By the Company Without Cause. During the Term, the Company may terminate Executive’s employment without Cause at any time. (i) If Executive’s employment is terminated by the Company without Cause following (other than by reason of death or Disability), Executive shall be entitled to receive: (A) the initial Public Offering then, in addition to paying Executive the Final Compensation and Accrued Rights; (B) subject to Executive’s continued compliance with Article 7 in all material respectsthe provisions of Sections 9, the Company shall: (a) continue to pay 10 and 11 and contingent upon Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the executing an effective date release of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to claims against the Company and its affiliates (i.e., not revoking a releaserevoked), in a the form acceptable to the Company provided as Exhibit A hereto (the “Release”), within sixty a pro rata portion of the Target Annual Bonus amount that Executive would have been eligible to receive pursuant to Section 4 hereof in such year of termination, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable at such time as the Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated; (60C) days subject to Executive’s continued compliance with the provisions of his Termination DateSections 9, which 10 and 11 and contingent upon Executive’s execution of an effective Release (i.e., not revoked), continued payment of the Base Salary in any event will require Executive to reaffirm his obligations and commitments accordance with the Company’s normal payroll practices for (x) six (6) months after the date of termination if such termination occurs on or prior to the second anniversary of the Effective Date and (y) twelve (12) months after the date of termination if such termination occurs after the second anniversary of the Effective Date (such six- or twelve-month period, as applicable, being the “Severance Period”); provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance or termination benefits payable to Executive under any other plans, programs or arrangements of the Company or its affiliates or applicable law; provided, further, each payment of Base Salary is intended to constitute a separate payment within the meaning of Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively, the “Code”); and (D) subject to Executive’s continued compliance with the provisions of Sections 9, 10 and 11 and contingent upon Executive’s execution of an effective Release (i.e., not revoked), continued life insurance and group medical coverage during the Severance Period for Executive and Executive’s eligible dependents upon the same terms as provided to similarly situated executive officers of the Company and at the same coverage levels as in effect for active employees during the Severance Period; provided that such continued life insurance and/or group medical coverage shall cease upon Executive becoming eligible for life insurance and/or medical coverage, as applicable, from a prior employer or Executive becoming employed by another employer and eligible for life insurance and/or medical coverage, as applicable, with such other employer. (ii) Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability), except as set forth in Section 8(c)(i), Executive shall have no further rights to any compensation or any other benefits under Section 7 of this Agreement.

By the Company Without Cause. During the Term, the (i) The Company may terminate the Executive’s employment under this Agreement at any time without Cause at any time. If (for purposes of clarity, it is acknowledged that expiration of the Employment Term shall not be considered a termination without Cause), and other than by reason of the Executive’s employment is terminated by death or disability. The Company shall provide written notice of termination to the Company without Cause following the initial Public Offering thenExecutive, in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following notice shall specify the effective date of such termination and that the Release termination is without Cause (defined below) (provided that if the 60-day time period for “Termination Date”). If the Release begins Termination Date is later than the date of the notice, then from the date of the notice through the Termination Date, the Executive shall continue to perform the normal duties of the Executive’s employment hereunder, and shall be entitled to receive when due all compensation and benefits applicable to the Executive hereunder. Thereafter, conditioned upon the Executive executing and not revoking a general release in one taxable year favor of the Company, the Board and ends their affiliates, in a subsequent taxable yearform mutually acceptable to both parties hereto, before the 60th day after termination of the Executive’s employment, the first payment Company shall be paid pay the Executive the amounts set forth in this subsection (c). Under such circumstances, subject to Section 19 below, the subsequent taxable year Company shall pay the Executive an amount equal to forty percent (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 40%) of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits Base Salary for a period of twenty-four (24) months (the Restricted Period (at a cost no less favorable than that “Termination Period”), in such periodic installments as were being paid by Executive immediately prior to the Termination Date, with a lump sum payment on the 60th day after termination of the Executive’s employment equal to the payments the Executive would have received had the payments commenced immediately following termination of the Executive’s employment and subsequent installments in equal periodic installments thereafter, not less frequently than monthly, less any sums which may be required to be deducted or withheld under applicable provisions of law. (ii) or Subject to Section 19 below, the economic equivalent thereto if Company shall pay the Executive a lump sum on the 60th day after termination of the Executive’s employment, determined on a net present value basis, using a reasonable discount rate determined by the Board, equal to the full target Incentive Payment for the year that includes the Termination Date multiplied by a fraction, the numerator of which is the number of months in the Termination Period and the denominator of which is 12. (iii) The Company shall also be obligated to pay to the Executive the Standard Termination Payments (as set forth above). (iv) During the Termination Period, the Executive and the Executive’s dependents will be entitled to continued participation in the “employee welfare benefit plans” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974) in which the Executive and the Executive’s dependents participated on the Executive’s Termination Date with respect to any such continuation plans for which such continued participation is not permissible under allowed pursuant to applicable law and the terms of the plan. In lieu of coverage for which such continued participation is not allowed, subject to Section 19 below, the Executive will be reimbursed, on a net after-tax basis, no less frequently than monthly, for the cost of individual insurance coverage for the Executive and the Executive’s dependents under a policy or policies that provide benefits (other than disability coverage) not less favorable than the benefits (other than disability coverage) provided under such employee welfare benefit plans. Notwithstanding the foregoing, the coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the Executive’s dependents become covered under an employee welfare benefit plan of another employer of the Executive that provides the same or similar type of benefits. (v) In addition, Executive and the Executive’s dependents will be entitled to receive from the Company’s health insurance plan or would otherwise expose , and the Company to tax or other penalties; and (c) pay Executive an amount equal shall provide to the pro rata amount of Executive and the Bonus Executive would have earned Executive’s dependents, medical benefits not less favorable than and on the same terms and for the year in which the termination occurred, based on same periods as those provided under the Company’s performance for Postretirement Medical And Life Insurance Benefits Plan, as in effect on the entire fiscal year in which date hereof or the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments whichever is more favorable to the Executive, regardless of whether the Executive or the Executive’s dependents are otherwise eligible to participate in such plan. The Company, if it chooses, may provide such medical coverage under such Postretirement Medical and Life Insurance Benefits Plan, if the Executive otherwise is eligible thereunder, or in lieu of medical coverage under such plan, subject to Section 19 below, the Company may pay for or may procure, no less frequently than monthly, individual insurance coverage for the Executive and the Executive’s dependents under Section 7 of this Agreementa policy or policies that provide medical benefits and terms not less favorable than the medical benefits and terms provided under such Post Retirement Medical And Life Insurance Benefits Plan, as in effect on the date hereof or the Termination Date, whichever is more favorable to the Executive.

By the Company Without Cause. During the Term, the The Company may terminate the Executive’s employment hereunder without Cause at any timetime upon notice to the Executive. If Executive’s employment is terminated by In the Company without Cause following the initial Public Offering thenevent of such termination, in addition to paying Executive the any Final Compensation due to the Executive, the Executive will be entitled to the following (the “Severance Benefits”): (i) the Company will pay the Executive severance pay, at the same rate as the Base Salary, for twelve (12) months following the date of termination of his employment (the “Severance Period”); (ii) during the Severance Period, provided the Executive elects and subject to Executive’s compliance with Article 7 in all material respectsremains eligible for COBRA (or mini-COBRA), the Company shall: (a) continue will pay the Executive a monthly taxable amount equal to pay Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Period, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following the effective date portion of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 of the next year, regardless of when the Release is returned)); (b) continue Executive’s health insurance benefits for premiums that the Restricted Period (at a cost no less favorable than that Company paid by Executive immediately prior to the Termination Datedate of termination (the “Monthly Contribution”); and (iii) or the economic equivalent thereto if such continuation is not permissible under the terms of the Company’s health insurance plan or would otherwise expose the Company to tax or other penalties; and (c) will pay the Executive an amount equal to his then current Target Bonus, payable in substantially equal monthly installments during the pro rata amount of the Bonus Executive would have earned for the year Severance Period. Other than business expenses described in which the termination occurredSection 5(a)(iii), based on the Company’s performance for the entire fiscal year in which the termination occurred relative Final Compensation shall be paid to the performance measurements that were pending Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”)employment. Any obligation of the Company to provide Executive the Severance Benefits is conditioned conditioned, however, on the Executive signingsigning and returning to the Company (without revoking) a timely and effective general release of claims in the form (which shall be provided by the Company within seven (7) days following the date of termination, delivering which shall exclude nonwaivable claims and the Executive’s rights to Final Compensation and which shall not require the Executive to agree to post-employment obligations not specifically set forth in this Agreement) by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the sixtieth (60th) calendar day following the date of termination (any such separation agreement submitted by such deadline, the “Release of Claims”) and on the Executive’s continued compliance in material respects with the obligations of the Executive to the Company and not revoking a release, in a form acceptable to the Company (the “Release”), within sixty (60) days its Affiliates that survive termination of his Termination Dateemployment, which Release in any event will require Executive to reaffirm his obligations including without limitation under Sections 7, 8 and commitments to the Company under Section 7 9 of this Agreement. Subject to Section 5(g) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, being due and payable on the Company’s next regular payday for executives that follows the effective date of the Release of Claims. Notwithstanding the foregoing, if the time period to consider, return and revoke the Release of Claims covers two of the Executive’s taxable years, any portion of the Severance Benefits that constitutes deferred compensation subject to Section 409A (as defined below) shall in all events be paid in the later taxable year. The Release of Claims required for Severance Benefits in accordance with this Section 5(d) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to seek the advice of an attorney before signing the Release of Claims.

By the Company Without Cause. During If the Term, the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment under this Agreement is terminated by the Company without Cause following Cause, then the initial Public Offering then, in addition Company shall pay to paying the Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, the Company shall: amount of (aA) continue to pay Executive the Base Salary which has accrued but has not otherwise been paid as of the termination date, (B) twelve (12) months’ Base Salary (such payment shall be the “Severance Amount”, at current weekly rate for 52 weeks, up to and including the rate Severance Period, less all applicable withholding taxes required by law and other authorized withholdings, to be paid in effect accordance with the Employer’s payroll practice on Employer’s regularly scheduled pay dates, (C) Medical Benefits Continuation on the Termination Date following terms: (i) If you elect to continue the medical coverage you were enrolled in as of your Separation Date, Employer will pay the COBRA premium, less the contribution you would have made for such coverage as an active employee, up to and including one year from time of separation, or until such time as you secure re-employment in the same or substantially equivalent position, whichever is sooner. (ii) If you elect to reduce coverage, Employer will pay the applicable COBRA premium for the coverage you elect, less the contribution required as an active employee. (iii) Payments by Employer under this section will be subject to applicable tax withholdings. (D) The stock option agreement that you have been issued will be used to administer your stock options after your Separation Date, except that your equity compensation agreements pertaining to stock options, restricted stock units and restricted stock grants, as applicable, will continue to vest during your Severance Period and you will have the Restricted Periodright to exercise your equity compensation to the extent vested only until your Severance Period ends and (E) any other amounts that may be reimbursable by the Company to the Executive as expressly provided under this Agreement, paid in accordance with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following practices, and the effective date Company thereafter will have no further obligation to the Executive, his estate or his designee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Release (defined below) (Company and any payments or benefits required to be made or provided that if the 60-day time period for the Release begins in one taxable year and ends in a subsequent taxable year, the first payment shall be paid in the subsequent taxable year (for example, if Executive terminates on December 1, then the first payment shall not be paid until on or after January 1 under applicable law. Payment of the next year, regardless of when the Release Severance Amount is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period (at expressly conditioned upon Executive signing a cost no less favorable than that paid by Executive immediately prior to the Termination Date) or the economic equivalent thereto if such continuation is not permissible under the terms general release in favor of the Company’s health insurance plan , its past and present officers, directors, shareholders, agents or would otherwise expose the Company to tax or other penalties; and (c) pay Executive an amount equal to the pro rata amount of the Bonus Executive would have earned for the year in which the termination occurred, based on the Company’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending at the time of termination and to be used to determine Executive’s bonus for such year. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as the “Severance”). Any obligation of the Company to provide Executive the Severance is conditioned on Executive signing, delivering to the Company and not revoking a release, employees in a form acceptable substantially similar to the Company (the “Release”), within sixty (60) days of his Termination Date, which Release in any event will require Executive to reaffirm his obligations and commitments to the Company under Section 7 of this Agreementtemplate attached hereto as Exhibit 3.