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 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 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 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 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 to the Executive. If In the event that the Executive’s employment is terminated 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 respectsthis Section 10(e), the Company shall: Executive shall be entitled to receive (i) the Accrued Obligations, (ii) an amount equal to (a) continue to pay Executive one hundred fifty percent (150%) of the Executive’s Base Salary and (b) one hundred fifty percent (150%) of the annual Bonus Target, in each case 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 Date of Termination Date(without regard to any reductions of such rate, or failure to increase such rate, in breach of this Agreement), (iii) or to 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, and (iv) 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 eighteen (18) months after the Date of Termination, provided that under such circumstances the Executive shall make all COBRA premium payments on his own behalf. The sum of the amounts described in clauses (ii) and (iv) above are hereafter referred to as the “Section 10(e) Severance Amount.” The amounts described in clause (i) shall be paid to the Executive no later than ten (10) days following the Date of Termination; any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Bonus Section 10(e) Severance Amount shall be paid to the Executive would have earned for no later than ten (10) days following the year later of (x) the Date of Termination and (y) the execution of an agreement by the Executive, in which the termination occurred, based on form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 10(e) and rights to indemnification, (II) an affirmation of the Executive’s performance for obligations pursuant to Section 14 hereof and (III) an agreement by the entire fiscal year in which the termination occurred relative Executive to immediately repay to the performance measurements Company one hundred percent (100%) of the Section 10(e) Severance Amount upon any breach of such agreement. Additionally, in the event 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 employment is terminated pursuant to this Section 10(e), all of the other executives Executive’s options to purchase shares of capital stock of the Company (which are 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 shall immediately vest and become exercisable on the parties acknowledge are not required by law, outlined in Section(s) 5.4(aDate of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(e), (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 Date of Termination or become vested pursuant to the Company immediately preceding sentence may be exercised by the Executive within the earlier of (i) the tenth anniversary of the date the options were granted or (ii) one (1) year following the Date of Termination and not revoking shall then terminate, and the Executive (or the Executive’s spouse or heirs) shall be permitted to exercise such options on a releasenet basis (e.g., in by satisfying the exercise price and withholding tax obligations having withheld a form acceptable number of option shares that have a fair market value equal to the Company (the “Release”such obligations), 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 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 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 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 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 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 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 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 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 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 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 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 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) 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 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, 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)(ii) which shall be paid as set forth below regardless of whether the Executive executes such release). The Company shall 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). During the period of twenty-four (24) months beginning immediately after the Termination Date (the “Termination Period”), subject to subsection (c)(iv) 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)(iv) 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 (iii) 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. 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)(ii) 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 ½) months, after the Termination Date, which Release in any event will require 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 reaffirm his obligations and commitments 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)(iv) 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 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 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 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; (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 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 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 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”)effect. 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.Exhibit 10.3

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 Final Compensation and subject due to the Executive’s compliance with Article 7 in all material respects, the Company shall: (a) continue to will pay the Executive severance pay, at the same monthly rate as the Base Salary at the rate in effect on Salary, for twelve (12) months following the Termination Date during (the Restricted Period“Severance Benefits”). Other than business expenses described in Section S(a)(ii), with the first payment being on Final Compensation shall be paid to the Company’s next regular payroll period which is Executive at least eight the time prescribed by applicable law and in all events within thirty (8) business 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 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 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 his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Subject to Section S(f) below, all Severance Benefits to which the Executive is entitled hereunder shall be payable in a form acceptable accordance with the normal payrol1 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 S(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 In the Term, event Employee's employment ---------------------------- with the Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause Cause, Employee shall be entitled to the following: (i) payment of the Accrued Amounts, in a single lump sum no later than the first monthly pay period immediately following the initial Public Offering thendate of termination; (ii) continued payment of Employee's Base Salary in effect as of the date of termination for a period of six (6) months (the "Severance Period") in equal installments; and (iii) continued payment of Employee's medical and dental health insurance premiums during the Severance Period. Provided, however, that in addition to paying Executive the Final Compensation and subject to Executive’s compliance with Article 7 in all material respects, event the Company shall: (a) continue to pay Executive the Base Salary at the rate has enacted a written severance policy in effect on as of the Termination Date date of termination (the "Severance Plan"), and the aggregate amount of salary continuation benefits due to Employee under the terms of the Severance Plan (or which would have been due to Employee under the terms of the Severance Plan but for this Agreement) (the "Severance Plan Benefits") exceeds the aggregate amount of salary continuation benefits otherwise payable to Employee pursuant to this Paragraph 8(c)(ii), then Employee shall instead be entitled to payment of the Severance Plan Benefits, payable in equal installments during the Restricted Severance Period. Provided, with further, however, that in no event shall the aggregate amount of salary continuation benefits, or Severance Plan Benefits, as the case may be, pursuant to this Paragraph 7(c)(ii) be greater than two (2) times the sum of (x) Employee's annualized rate of compensation for the calendar year immediately preceding the calendar year in which Employee's employment is terminated or (y) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which the date of termination occurs. Any amounts payable pursuant to this Paragraph 7(c)(ii) shall commence no later than the first payment being on the Company’s next regular payroll pay period which is at least eight (8) business days immediately following the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins referenced in one taxable year Paragraph 8 of this Agreement, and ends in a subsequent taxable year, the first payment shall be paid made in accordance with 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 regular payroll practices of the Company (the benefits, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(abut no less frequently than monthly), (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 Term, the The Company may terminate the Executive’s '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 date of termination for the period of twelve (12) months following such termination (the "Continuation Period") in accordance with the Company's normal payroll practices for its executives; (iii) continue to provide medical and dental benefits during the Restricted PeriodContinuation 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 first payment being 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 Company’s next regular payroll period which is at least eight full fiscal year, pro-rated as though the Executive remained employed through the last day of the Continuation Period (8) business 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 Agreement's equity 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 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 If the Term, the Company may terminate Executive’s employment without Cause at any time. If ExecutiveEmployee’s employment is (i) terminated by the Company without Cause (as defined below), or (ii) if the Employee resigns after the occurrence of any of the following events without the Employee’s prior written consent: (A) a material breach of this Agreement by the Company; (B) a material diminution in the Employee’s title, status, position, reporting structure or responsibilities; (C) a failure by the Company to timely pay any compensation due to the Employee hereunder; (D) a material reduction by the Company in the Salary or any reduction in the target percentage of Salary payable as a Bonus as set forth in Section 3 hereof; (E) the assignment to the Employee of duties which are materially inconsistent with the duties set forth in Section 1(b) hereof; (F) any relocation of Employee’s principal place of employment beyond 10 miles from its then current location; (G) the failure of any successor to the Company to assume the obligations of the Company under this Agreement either in writing or by operation of law; provided , however , that, any such resignation by the Employee will not be deemed to have been a termination by the Employer without Cause unless within ninety (90) days of any such event having occurred, the Employee shall have provided the Company with written notice that such event has occurred, afforded the Company thirty (30) days to cure same, and the Company has failed to cure such event within such thirty (30) day period, and provided the Employee executes and does not revoke a full release and waiver of claims in a reasonable form to be provided to the Employee by the Company (the “Release Agreement”), then in either event the Employee will be eligible to receive (1) the following benefits for a period of twelve (12) months following the initial Public Offering then, in addition to paying Executive the Final Compensation and subject to ExecutiveEmployee’s compliance with Article 7 in all material respects, the Company shalltermination of employment: (aA) continue to pay Executive continuation of the Employee’s Base Salary at the rate as in effect on the Termination Date during date of termination, to be paid in normal payroll installments; and (B) continued participation in Company welfare benefit plans (including, without limitation, any medical benefits in which the Restricted Period, with the first payment being Employee participates) on the same terms and conditions as in effect at the time of the event triggering the Employee’s entitlement to severance, provided that the Company reserves the right to restructure the foregoing arrangement in any manner necessary or appropriate to avoid fines, penalties or negative tax consequences to the Company or the Employee (including, without limitation, to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its good faith discretion, (2) immediate vesting of all restricted equity previously granted to the Employee by the Company, effective immediately prior to the termination of the Employee’s next regular payroll period which is at least eight employment; and (8) business days following 3) subject to the effective date of the Release Employee’s termination of employment, payment of the following lump sum amount(s): (defined belowA) if the termination is effective between April 1 and the day before an Annual Discretionary Bonus is otherwise payable for the prior fiscal year, a lump sum payment equivalent to the accrued but unpaid Annual Discretionary Bonus which the Employee would have otherwise been eligible to receive for the prior fiscal year (“Accrued Bonus”) ; (B) if the termination is effective between April 1 and September 30, a lump sum payment equivalent to the sum of (x) the Accrued Bonus for the prior fiscal year (to the extent not previously paid) and (y) fifty percent (50%) of the target Annual Discretionary Bonus for which the Employee would otherwise have been eligible in the current fiscal year; and/or (C) if the termination is effective between October 1 and March 31, a lump sum payment equivalent to the sum of (x) the Accrued Bonus for the prior fiscal year (to the extent not previously paid) and (y) the target Annual Discretionary Bonus for which Employee would otherwise have been eligible in the current fiscal year (collectively, the “Severance Benefits”). The Severance Benefits described in subsection (i)(A) and (iii) will be paid or commence, as applicable, on the 60th day following the date of the Employee’s termination of employment, provided that if the 60-day time period for Employee has signed the Release begins in one taxable year Agreement referenced herein and ends in a subsequent taxable yearit has become irrevocable before such 60th day, and provided further that any installments that otherwise would have been payable to the Employee on the normal payroll dates occurring during the first payment shall 60 days following the Employee’s termination of employment will be paid in the subsequent taxable year (for example, if Executive terminates a lump sum payment 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 Agreement60th day.

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 Notwithstanding any other provisions to the Termcontrary contained herein, the Company may terminate Executive’s employment this Agreement without Cause at any time(and other than due to Disability) by giving written notice to the Executive. If Executive’s employment is terminated by the Company terminates this Agreement without Cause following (and other than due to death or Disability) the initial Public Offering thenCompany shall provide, in addition to paying the Accrued Amounts, severance pay and benefits to the Executive as follows: (i) continued payment of Base Salary during the Final Compensation and subject period immediately following such termination through one year from the date of termination or, if the termination occurs during the second year of the term, the expiration of the Term, in substantially equal installments, payable in accordance with the Company's normal payroll dates; (ii) the Company shall continue to provide coverage during such period following the Executive’s compliance with Article 7 in all material respectstermination of employment (or until the Executive becomes eligible for comparable coverage under the medical health plans of a successor employer, the Company shall: (aif earlier) 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 Executive and any eligible dependents under all Company health and welfare plans in one taxable year which the Executive 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 any such dependents participated immediately prior to the Termination Datedate of termination, to the extent permitted thereunder and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the date of termination and (iii) the Annual Bonus and Equity Award set forth in Section 3(b)(ii) and Section 3(b)(iii) if the requisite closing price conditions set forth in such Sections are achieved as of employment termination date. Any payments made to Executive pursuant to this Section 4(b) shall be subject to the Executive's execution and non-revocation of the Release in accordance with Section 4(g) below and shall be in lieu of any rights under any severance plan or the economic equivalent thereto if such continuation is not permissible under the terms of policy being utilized for or provided to the Company’s health insurance plan or would otherwise expose the Company to other officers and employees. Reporting of and withholding on any payment under this subsection for 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 purposes shall be 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 discretion 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 Agreementconformance with applicable tax laws.

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 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, 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 Executive’s health insurance benefits for the Restricted Period next-scheduled but unvested stock options granted pursuant to Section 3(c) of this Agreement shall vest immediately; (at a cost no less favorable than that paid by Executive immediately prior 4) Executive’s next-scheduled but unvested 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 CompanyExecutive’s performance for the entire fiscal year in which the termination occurred relative to the performance measurements that were pending annual Base Salary at the time of such termination of six months plus one week for every fully completed year of service, up to one year, and to be used to determine payable in regular installments in accordance with the Company’s usual payroll practices beginning thirty (30) days following Executive’s bonus for such yeardate of termination. Any such prorated Bonus shall be payable at such time or times as bonuses are payable to the other executives The payment of the Company (Bonuses and the benefitsSeverance, which the parties acknowledge are not required by law, outlined in Section(s) 5.4(a), (b) and (c) are collectively referenced as well as the “Severance”acceleration of Executive’s options and stock, are conditioned upon Executive signing a release in favor of the Company, as provided for in Section 6(f). Any obligation of Except as specifically set forth in Section 9 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 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 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 three (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; (iv) to the 60-day time period for extent not yet paid, Executive shall remain eligible to receive the Release begins 2018 Profit Share Amount and the 2019 Profit Share Amount, payable in one taxable year accordance with Sections 4(c)(i) and ends in a subsequent taxable year, 4(c)(ii); and (v) 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 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 Agreementabove.

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 one hundred and seventy-five percent (175%) 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 Termination Date during normal payroll cycle occurring 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 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 at least eight 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 (8) business 30) days 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 Performance Units, if any, for performance periods that are ongoing as 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.Date of

By the Company Without Cause. During the Term, the The Company may terminate the 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: (aas hereinafter defined) 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 upon sixty (60) days written notice to Executive at any time prior to the end of his the Term. In this event, the Company shall pay to the Executive (i) any unpaid Base Salary through the Termination Date; (ii) the Base Salary Executive would have earned from the Termination Date through the end of the Term, with payments being paid on the Company’s regular payroll schedule with the first installment commencing on the first payroll date following the thirtieth (30th) day after the Termination Date; (iii) a pro rata share of the Annual Bonus to be paid pursuant to section 5(c) above; (iv) accelerated vesting of the Option as described in Section 5(b); (v) reimbursement for unreimbursed business expenses properly incurred by Executive, which Release shall be subject to and paid in accordance with Company’s expense reimbursement policy; (vi) any event will require earned but unpaid bonus, if any, in accordance with the terms of any such plan and paid at the same time as bonuses are paid to other similarly situated employees of the Company; and (vii) such additional prorated employee benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the Termination Date. Payments and benefits made pursuant to reaffirm his obligations Sections 8(a)(ii) and commitments 8(a)(iii) shall be subject to the Executive’s execution and non-revocation of a general release of claims against the Company in the Company’s standard form as, attached hereto as Exhibit C, and the Executive must deliver a signed irrevocable release to the Company under Section 7 of this Agreementno later than thirty (30) days after the Termination Date.

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 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 respectsthis Section 6(b), the Company shall: (a) continue to pay Executive the Base Salary at the rate in effect Employment Term shall end 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 termination of the Release Employment Term (defined belowthe “Date of 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 (provided that if 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 60-day time period satisfaction of the conditions set forth herein: (1) Executive shall receive a pro rata Bonus for the Release begins calendar year in one taxable 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 and ends in of said termination multiplied by a subsequent taxable yearfraction, the first payment 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 through the date of payment, but in any event, not later than March 15 of the subsequent taxable calendar year following the calendar year for which the Bonus is payable; (2) Executive shall receive any unpaid Bonus for examplethe calendar year preceding her termination, if to the extent that all criteria for such bonus have been met (with the exception of the Executive terminates being employed on December 1, then the first payment date the Bonus is to be paid). Said Bonus shall not be paid until on or after January 1 at the same time as the Bonus would have been paid had Executive remained employed by the Company through the date of the next year, regardless payment; and (3) all of when the Release is returned)); (b) continue Executive’s health insurance benefits for the Restricted Period outstanding but unvested equity awards granted pursuant to Sections 3(c) and 3(d) of this Agreement shall vest immediately. The payment of any Bonus pursuant to clause (at a cost no less favorable than that paid by Executive immediately prior to the Termination Date1) or clause (2) above or the economic equivalent thereto if such continuation is not permissible under the terms acceleration of Executive’s options and stock pursuant to clause (3) are conditioned upon Executive signing a release in favor of the Company’s health insurance plan or would otherwise expose , as provided for in Section 6(g). 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 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 being employed on the Final Compensation and subject 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 compliance with Article 7 in all material respects, outstanding but unvested equity awards granted pursuant to the Offer of Employment and Section 3(c) of this Agreement shall vest immediately; and (4) the Company shall: (a) continue to shall pay Executive the (A) an amount equal to six (6) months of 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 time 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; termination and (cB) pay Executive an amount equal to the pro rata amount product of the Bonus number of whole years that Executive would have earned for has been employed by the year in Company multiplied by a fraction, the numerator of which is 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 denominator of the Company which is fifty-two (the benefits, which the parties acknowledge are not required by law, outlined in Section(s52) 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 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 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) an amount equal to two hundred percent (200%) of 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 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 on clauses (i) through (iii) 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 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 C 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 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 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 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 Company may terminate Executive’s employment without Cause at any time. If Executive’s employment is terminated by the Company without Cause Cause, then Executive shall be entitled to receive, subject to any delay required pursuant to Section 21, commencing on the 60th day following Executive’s termination of employment (so long as he executes, delivers and does not revoke the initial Public Offering thenCompany’s standard form of release prior to such date), in addition to paying Executive the Final Compensation and subject an amount equal to Executive’s compliance with Article 7 in all material respectsthen-current Base Salary for a period of twelve months (such amount as modified below, the Company shall: (a“Base Severance Amount”, and such period, as modified below, the “Severance Period”) continue plus all other amounts and benefits to pay which Executive the Base Salary at the rate in effect on the Termination Date during the Restricted Periodis entitled, with the first payment being on the Company’s next regular payroll period which is at least eight (8) business days following including without limitation, expense reimbursement amounts accrued to the effective date of the Release (defined below) (provided that if the 60-day time period for the Release begins in one taxable year termination 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 amounts and 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 owing under the terms of any benefit plan of any Group Company in which Executive participates. Notwithstanding the Companyforegoing, if such termination occurs within 12 months following a Change of Control, the Base Severance Amount shall be an amount equal to Executive’s health insurance plan or would otherwise expose then current Base Salary for a period of eighteen months plus an amount equal to 150% of the annual cash bonus paid to Executive with respect to the calendar year immediately preceding the year in which Executive’s employment with the Company terminated, and the Severance Period shall be eighteen months. For purposes of this Agreement, “Change of Control” has the meaning ascribed to tax or such term in the Management Shareholders Agreement, and “Management Shareholders Agreement” means that certain Management Shareholders Agreement dated as of March 28, 2005, as may have been amended from time to time, by and among Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx Limited, Xxxxxx Xxxxxxxx Holdings Company II, Limited, Xxxxxx Xxxxxxxx Holdings Company III, Limited, Executive and the other penalties; and (c) pay Executive parties thereto. The foregoing amounts shall be payable over the Severance Period in equal monthly installments, except that an amount equal to the pro rata amount of first two such installments shall be paid as a lump sum on the Bonus Executive would have earned for date payments commence in accordance with this Section 2(d) and the year in which the termination occurred, based remainder shall be paid monthly beginning on the Company’s performance first regularly scheduled payroll payment date in the first calendar month following the month in which payments commenced. In addition, Executive shall be entitled to continue participation in the Company’s health and other welfare benefit plans, at the Company’s expense, 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 AgreementPeriod.