Common use of By the Executive for Good Reason Clause in Contracts

By the Executive for Good Reason. During the Severance Period, the Executive may terminate employment with the Surviving Entity for “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach.

By the Executive for Good Reason. During the Severance Period, The Executive's employment pursuant to this Agreement may be terminated by the Executive may terminate employment with the Surviving Entity for “Good Reason,” upon by written notice of his resignation ("Notice of Resignation") delivered within twelve (12) months after the occurrence of one or more any of the following events (regardless each of whether any other reason which shall constitute "Good Reason" for such termination exists or has occurred, including, without limitation, other employment): resignation): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the positionany Change of Control (as defined below) shall occur, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or (ii) the removal of the Executive as a Surviving Entity Director (from or any successor thereto) if the failure to elect or re-elect the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with of Chairman and Chief Executive Officer of the Surviving Entity that Company, (iii) the removal of the Executive held immediately prior from or the failure to elect or re-elect the Executive to the Change in Control; Board, (Biv) a any material reduction in by the aggregate Company of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; 's duties or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached the assignment to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of duties materially inconsistent with such determination; (iv) The liquidation, dissolution, merger, consolidation position or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or any breach by the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach Company of this Agreement by (including the Surviving Entity or any successor thereto provisions of Section 3), which is not remedied by the Surviving Entity within ten breach remains uncorrected for a period of fifteen (1015) calendar days after receipt by the Surviving Entity Company of written notice from the Executive. Notwithstanding the provisions of clause (i), (ii), (iii) or (iv) above, in the event the Executive is elected as chief executive officer and a member of the board of directors of any entity which acquires control of more than 50% of the voting securities of the Company or, if such entity is a subsidiary of another entity, the ultimate parent of such breach.subsidiary, with responsibility for (1) no fewer facilities than the Company controlled at the end of the fiscal year ending immediately preceding such Change of Control and (2) operating revenues equal to or greater than the Company's operating revenues during such fiscal year, and is provided with a written employment agreement by the entity or, if such entity is a subsidiary of another entity, the ultimate parent of such subsidiary, on substantially the same terms as those contained in this Agreement, the appointment to such position shall not constitute Good Reason for purposes of this Agreement. In the event that the Executive resigns for Good Reason pursuant to this Section 10(f), the Executive shall be entitled to receive, (A) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (B) an amount equal to two hundred percent (200%) of the Executive's Base Salary at the then-current rate of Base Salary, (C) to the extent applicable, an amount equal to the Pro Rata Bonus, (D) 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 (E) 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 shall make all COBRA premium payments on his own behalf. The sum of the amounts described in clauses B, D and E above are hereafter referred to as the "Section 10

By the Executive for Good Reason. During the Severance Period, The Executive's employment pursuant to this Agreement may be terminated by the Executive may terminate employment with the Surviving Entity for “Good Reason,” upon by written notice of his resignation ("Notice of Resignation") delivered within twelve (12) months after the occurrence of one or more any of the following events (regardless each of whether any other reason which shall constitute "Good Reason" for such termination exists resignation): (i) a material reduction in Executive's position, authority, duties or has occurredresponsibilities, including, without limitation, other employment): (i) Failure the failure of Executive to elect or reelect or otherwise be renominated to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, Board of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Directors of the Executive as a Surviving Entity Director (Company or any successor thereto) if the Executive shall have been a Company Director immediately prior to be nominated or named to the Change in Control; board of directors of any entity that acquires control of more than 50% of the Voting Securities of the Company or, if such entity is a subsidiary of another entity, the ultimate parent of such subsidiary, (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in Executive's Base Salary or target bonus payable pursuant to Section 5, (iii) a failure by the aggregate Company to require a successor corporation of the Company to honor the terms of this Agreement or (iv) a decision by the Company not to extend this Agreement beyond the third anniversary of the Effective Date; provided, however, that "Good Reason" shall exclude the death or Disability of the Executive’s . Notwithstanding the provisions of clause (i) above, in the event the Executive is elected to serve as the president, chief executive officer and/or a member of the board of directors of any entity which acquires control of more than 50% of the Voting Securities of the Company or, if such entity is a subsidiary of another entity, the ultimate parent of such subsidiary, and is provided with a written employment agreement by the entity or, if such entity is a subsidiary of another entity, the ultimate parent of such subsidiary, on substantially the same terms as those contained in this Agreement, the appointment to such position shall not constitute Good Reason for purposes of this Agreement. In the event that the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive shall be entitled to receive (i) on or prior to the Date of Termination, all Base Pay Salary and Incentive Pay received from benefits to be provided to the Surviving Entity; or Executive under this Agreement through the Date of Termination, (Cii) the termination or denial of Severance Amount referred to in Section 9(e) payable at the Executive’s rights to Employee Benefits or a reduction times and in the scope thereof; manner set forth in Section 9(e) above, provided that applicable references therein to the date of delivery of Notice of Termination shall mean reference to the date of delivery of Notice of Resignation, (iii) A determination by fully paid-up health insurance benefits commensurate with the Executive Company's standard health insurance benefits for two (which determination will be conclusive 2) years following the Date of Termination and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed (iv) any other unpaid benefits to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior is otherwise entitled under any plan, policy or program of the Company applicable to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any as of the authoritiesDate of Termination. As a condition to receiving the Severance Amount, powersExecutive agrees to sign, functionsat the time of termination of his employment, responsibilities or duties attached to the position held by the Executive immediately prior to the Change a release in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization favor of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer Company of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twentyemployment-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachlaw related claims.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason, upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason,” upon ”, subject to the occurrence of one or more notice and cure periods set forth below, unless the Executive shall have consented in writing to any of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):following: (i) Failure to elect or reelect or otherwise to maintain the Executive any reduction in the office or Executive’s Base Salary other than in connection with a general reduction in base salaries that affects all similarly situated executives in substantially the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlsame proportions; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from reduction in the Executive: ’s Target Bonus or Maximum Annual Bonus opportunity (A) other than solely as a significant adverse change in the nature or scope result of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofSalary); (iii) A determination any failure by the Company to nominate the Executive (which determination will be conclusive for re-election to the Board and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to use its best efforts to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that Executive re-elected (other than as a change in circumstances has occurred following result of a Change in Controlof Control Event, includingwhich shall be governed by this Section 5(f)(v)), without limitation, a or any change in the scope Executive’s title as Chief Strategy Officer of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationCompany; (iv) The liquidationany diminution in the Executive’s responsibilities or authority within the Company, dissolutionor any alteration in the nature or status of Executive’s position, mergertitle or responsibilities or the conditions of Executive’s employment, consolidation or reorganization including the requirement for the Executive to report to any person(s) other than the Board, in any case without his prior written consent, other than any of the Surviving Entity or any foregoing that occurs as a result of its Subsidiaries that employs the Executive or transfer a Change of all or substantially all of its business and/or assets, unless the successor or successors Control Event (which shall be governed by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below5(f)(v)); (v) The Surviving Entity or in the relevant Subsidiary that employs event of a Change of Control Event, any failure by the acquirer to (a) make an offer of employment to the Executive relocates its principal executive officesfor a base salary, or requires target bonus and maximum bonus opportunity amounts that are substantially comparable in the Executive aggregate to have the Executive’s principal location Base Salary and Annual Bonus (taking into consideration both the Target Bonus and the Maximum Annual Bonus) each as of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Controlsuch sale, or requires (b) nominate the Executive for election to travel away from the Board of the acquirer, (c) offer the Executive a position with duties, responsibilities and authority that are materially comparable to the Executive’s office in the course of discharging the Executive’s duties, responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required and authority as Chief Strategy Officer of the Company (disregarding any duties, responsibilities and authority the Executive in any had as a member of the three (3Board or as an officer or director of any affiliate of the Company) full years as of immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; orsuch sale; (vi) Without limiting any failure by the generality or effect Company to comply with any material provision of this Agreement; and (vii) any requirement that the Executive relocate the principal place of his work for the Company such that his existing commute is increased by more than 50 miles. Notwithstanding the foregoing, any material breach Good Reason shall not be deemed to exist unless (x) the Executive gives the Company written notice within ninety (90) days after the Executive first has knowledge of this Agreement by the Surviving Entity occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or any successor thereto failure to act which is not remedied by the Surviving Entity Executive believes constitutes the basis for Good Reason, (y) the Company fails to cure such act or failure to act within ten sixty (1060) calendar days after receipt of such notice and (z) the Executive terminates his employment within sixty (60) days after the end of the period specified in clause (y). In the event of termination in accordance with this Section 5(f), then the Executive will be entitled to the same payments and benefits (i.e., the Final Compensation, the Termination Compensation, the Benefit Continuation, the Prorated Bonus and acceleration of equity vesting (or termination of Company repurchase rights, as applicable)) he would have been entitled to receive had the Executive been terminated by the Surviving Entity Company other than for Cause (and not due to his death or disability) in accordance with Section 5(d) above (subject to the terms of written notice from the Executive of such breachSection 5(e) above).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason, upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason,” upon ”, subject to the occurrence of one or more notice and cure periods set forth below, unless the Executive shall have consented in writing to any of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):following: (i) Failure to elect or reelect or otherwise to maintain the Executive any reduction in the office or Executive’s Base Salary other than in connection with a general reduction in base salaries that affects all similarly situated executives in substantially the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlsame proportions; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from reduction in the Executive: ’s Target Bonus or Maximum Annual Bonus opportunity (A) other than solely as a significant adverse change in the nature or scope result of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofSalary); (iii) A determination any failure by the Company to nominate the Executive (which determination will be conclusive for re-election to the Board and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to use its best efforts to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that Executive re-elected (other than as a change in circumstances has occurred following result of a Change in Controlof Control Event, includingwhich shall be governed by this Section 5(f)(v)), without limitation, a or any change in the scope Executive’s title as Chief Executive Officer of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationCompany; (iv) The liquidationany diminution in the Executive’s responsibilities or authority within the Company, dissolutionor any alteration in the nature or status of Executive’s position, mergertitle or responsibilities or the conditions of Executive’s employment, consolidation or reorganization including the requirement for the Executive to report to any person(s) other than the Board, in any case without his prior written consent, other than any of the Surviving Entity or any foregoing that occurs as a result of its Subsidiaries that employs the Executive or transfer a Change of all or substantially all of its business and/or assets, unless the successor or successors Control Event (which shall be governed by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below5(f)(v)); (v) The Surviving Entity or in the relevant Subsidiary that employs event of a Change of Control Event, any failure by the acquirer to (a) make an offer of employment to the Executive relocates its principal executive officesfor a base salary, or requires target bonus and maximum bonus opportunity amounts that are substantially comparable in the Executive aggregate to have the Executive’s principal location Base Salary and Annual Bonus (taking into consideration both the Target Bonus and the Maximum Annual Bonus) each as of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Controlsuch sale, or requires (b) nominate the Executive for election to travel away from the Board of the acquirer, (c) offer the Executive a position with duties, responsibilities and authority that are materially comparable to the Executive’s office in the course of discharging the Executive’s duties, responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required and authority as Chief Executive Officer of the Company (disregarding any duties, responsibilities and authority the Executive in any had as a member of the three (3Board or as an officer or director of any affiliate of the Company) full years as of immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; orsuch sale; (vi) Without limiting any failure by the generality or effect Company to comply with any material provision of this Agreement; and (vii) any requirement that the Executive relocate the principal place of his work for the Company such that his existing commute is increased by more than 50 miles. Notwithstanding the foregoing, any material breach Good Reason shall not be deemed to exist unless (x) the Executive gives the Company written notice within ninety (90) days after the Executive first has knowledge of this Agreement by the Surviving Entity occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or any successor thereto failure to act which is not remedied by the Surviving Entity Executive believes constitutes the basis for Good Reason, (y) the Company fails to cure such act or failure to act within ten sixty (1060) calendar days after receipt of such notice and (z) the Executive terminates his employment within sixty (60) days after the end of the period specified in clause (y). In the event of termination in accordance with this Section 5(f), then the Executive will be entitled to the same payments and benefits (i.e., the Final Compensation, the Termination Compensation, the Benefit Continuation, the Prorated Bonus and acceleration of equity vesting (or termination of Company repurchase rights, as applicable)) he would have been entitled to receive had the Executive been terminated by the Surviving Entity Company other than for Cause (and not due to his death or disability) in accordance with Section 5(d) above (subject to the terms of written notice from the Executive of such breachSection 5(e) above).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with the Surviving Entity hereunder for “Good Reason,” , upon notice to the occurrence Company setting forth in reasonable detail the nature of one such Good Reason, provided that he gives such notice within thirty (30) days from the date the Executive became aware (or more the date the Executive reasonably should have become aware) of the following events (regardless of whether any other reason for such termination exists or has occurred, includingoccurrence, without limitationthe Executive’s express written consent, other employment):of any of the events constituting Good Reason, and provided further that, in the case of any event which is capable of being cured, the Company shall have failed to effect a cure within twenty (20) days following its receipt of such notice. The following shall constitute Good Reason for termination by the Executive: (i) Failure to elect or reelect or otherwise to maintain Removal of the Executive in Executive, without his consent, from the office or position of President of the position, Company (or a substantially equivalent successor corporation) or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to as a Change in Control, or the removal director of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in ControlBoard; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change Material diminution in the nature or scope of the authoritiesExecutive’s responsibilities, powersduties or authority; provided, functionshowever, responsibilities that the Company’s failure to continue the Executive’s appointment or duties attached election as a director or officer of any of its Affiliates, a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor corporation) by another corporation and any diminution of the business of the Company or any of its Affiliates or any sale or transfer of equity, property or other assets of the Company or any of its Affiliates shall not constitute “Good Reason”; or (iii) Material failure of the Company to provide the position Executive the Base Salary and benefits in accordance with the Surviving Entity that the Executive held immediately prior to the Change in Control; (Bterms of Section 4(a) a and Section 4(e) hereof or reduction in the aggregate of the Executive’s Base Pay target bonus below that set forth in Section 4(b)(i) hereof. In the event of termination in accordance with this Section 5(e), and Incentive Pay received from provided that no benefits are payable to the Surviving Entity; or (C) Executive under a separate severance agreement as a result of such termination, then the termination or denial of Executive will be entitled to the Executive’s rights same pay and benefits he would have been entitled to Employee Benefits or a reduction in receive had the scope thereof; (iii) A determination Executive been terminated by the Executive (which determination will be conclusive and binding upon the parties hereto Company other than for Cause in accordance with Section 5(d) above; provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior satisfies all conditions to such entitlement, including without limitation the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer signing of a substantial reduction in, any timely and effective Release of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachClaims.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with the Surviving Entity hereunder for “Good Reason,” upon , but must first provide written notice to the Company of the condition giving rise to the Good Reason no later than sixty (60) days following the date on which the Executive obtains knowledge of the occurrence of one or more of the condition and give the Company thirty (30) days to remedy the condition. The following events (regardless of whether any other reason conditions arising without the Executive’s prior written consent shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure to elect any action by the Company (including, for this purpose, the Board or reelect or otherwise to maintain the Executive any committee thereof) which results in the office or the a diminution in Executive’s position, titles, reporting relationship, authority, duties or responsibilities (other than pursuant to Section 4(b)(ii) in connection with Disability); provided, however, that a sale or transfer of less than all or substantially equivalent all of the business of the Company or better office any of its subsidiaries or position, other reduction of less than all of its business or with the Surviving Entity, which the Executive held immediately prior to a Change in Controlthat of its subsidiaries, or the removal fact that the Company has become a subsidiary of another company or that the securities of the Executive as Company are no longer publicly traded, shall not be taken into account when determining whether a Surviving Entity Director (material diminution in Executive’s authority, duties or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlresponsibilities has occurred; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change diminution in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s rate of annual Base Pay and Incentive Pay received from the Surviving Entity; Salary or (Cbonus opportunity pursuant to Section 4(b) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofhereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the ExecutiveCompany’s performance of, or has caused requiring the Executive to suffer a substantial reduction in, be based at any of the authorities, powers, functions, responsibilities office or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation location that is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of more than twenty-five (25) miles distant from Executive’s then-current base office or work location, unless the new location thereof immediately prior is closer to the Change in Control, or requires the Executive to travel away from the Executive’s office in residence at the course of discharging time the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consentrequirement is imposed; or (viiv) Without limiting the generality any other action or effect of the foregoing, any inaction that constitutes a material breach by the Company of this Agreement Agreement. In the event of termination in accordance with this Section 5(e), and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then the Executive will be entitled to the same payments and benefits, and at the same time(s), he would have been entitled to receive had the Executive been terminated by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10Company other than for Cause in accordance with Section 5(d) calendar days after receipt by the Surviving Entity of written notice from above; provided that the Executive of such breachsigns and delivers to the Company a timely and effective Employee Release under the same rules as apply under Section 5(d) and complies with the Non-Disparagement Obligation.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by the Executive may terminate employment with by written notice of his resignation (“Notice of Resignation”) delivered to the Surviving Entity for Company within ninety (90) days (provided that, in the case of clause (v), such time period will be extended through the end of the then-current Contract Year) of any of the following (each of which will constitute “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): resignation): (i) Failure to elect or reelect or otherwise to maintain a material reduction by the Executive Company in the office Executive’s title or the position, or a substantially equivalent material reduction by the Company in the Executive’s authority, duties or better office responsibilities or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, of authority, duties or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; responsibilities; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving EntitySalary; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied Company; provided, that the Company will be allowed to cure such breach within thirty (30) days of delivery to the Company by the Surviving Entity within Executive of written demand for performance, which such written demand will specifically identify the manner in which the Executive believes the Company has breached this Agreement; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from his initial office location in Little Rock, Arkansas. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Contract Year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to one hundred percent (100%) of the Executive’s Base Salary at the then-current rate of Base Salary, (iv) an amount equal to one hundred percent (100%) of the Executive’s then-current target cash bonus payable pursuant to Section 5(c) , 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 clauses (i) through (iv) above will be paid to the Executive in a lump sum no later than ten (10) calendar days after receipt by following the Surviving Entity Date of written notice from Termination. As a condition to receiving such payment, the Executive agrees to execute and deliver, at the time of such breach.termination of his employment, a general release in the form attached as Exhibit A.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason, upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason,” upon ”, subject to the occurrence of one or more notice and cure periods set forth below, unless the Executive shall have consented in writing to any of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):following: (i) Failure to elect or reelect or otherwise to maintain the Executive any reduction in the office or Executive’s Base Salary other than in connection with a general reduction in base salaries that affects all similarly situated executives in substantially the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlsame proportions; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from reduction in the Executive: ’s Target Bonus or Maximum Annual Bonus opportunity (A) other than solely as a significant adverse change in the nature or scope result of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofSalary); (iii) A determination any failure by the Company to nominate the Executive (which determination will be conclusive for re-election to the Board and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to use its best efforts to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that Executive re-elected (other than as a change in circumstances has occurred following result of a Change in Controlof Control Event, includingwhich shall be governed by this Section 5(f)(v)), without limitation, a or any change in the scope Executive’s title as Chief Financial Officer of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationCompany; (iv) The liquidationany diminution in the Executive’s responsibilities or authority within the Company, dissolutionor any alteration in the nature or status of Executive’s position, mergertitle or responsibilities or the conditions of Executive’s employment, consolidation or reorganization including the requirement for the Executive to report to any person(s) other than the Board, in any case without his prior written consent, other than any of the Surviving Entity or any foregoing that occurs as a result of its Subsidiaries that employs the Executive or transfer a Change of all or substantially all of its business and/or assets, unless the successor or successors Control Event (which shall be governed by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below5(f)(v)); (v) The Surviving Entity or in the relevant Subsidiary that employs event of a Change of Control Event, any failure by the acquirer to (a) make an offer of employment to the Executive relocates its principal executive officesfor a base salary, or requires target bonus and maximum bonus opportunity amounts that are substantially comparable in the Executive aggregate to have the Executive’s principal location Base Salary and Annual Bonus (taking into consideration both the Target Bonus and the Maximum Annual Bonus) each as of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Controlsuch sale, or requires (b) nominate the Executive for election to travel away from the Board of the acquirer, (c) offer the Executive a position with duties, responsibilities and authority that are materially comparable to the Executive’s office in the course of discharging the Executive’s duties, responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required and authority as Chief Financial Officer of the Company (disregarding any duties, responsibilities and authority the Executive in any had as a member of the three (3Board or as an officer or director of any affiliate of the Company) full years as of immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; orsuch sale; (vi) Without limiting any failure by the generality or effect Company to comply with any material provision of this Agreement; and (vii) any requirement that the Executive relocate the principal place of his work for the Company such that his existing commute is increased by more than 50 miles. Notwithstanding the foregoing, any material breach Good Reason shall not be deemed to exist unless (x) the Executive gives the Company written notice within ninety (90) days after the Executive first has knowledge of this Agreement by the Surviving Entity occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or any successor thereto failure to act which is not remedied by the Surviving Entity Executive believes constitutes the basis for Good Reason, (y) the Company fails to cure such act or failure to act within ten sixty (1060) calendar days after receipt of such notice and (z) the Executive terminates his employment within sixty (60) days after the end of the period specified in clause (y). In the event of termination in accordance with this Section 5(f), then the Executive will be entitled to the same payments and benefits (i.e., the Final Compensation, the Termination Compensation, the Benefit Continuation, the Prorated Bonus and acceleration of equity vesting (or termination of Company repurchase rights, as applicable)) he would have been entitled to receive had the Executive been terminated by the Surviving Entity Company other than for Cause (and not due to his death or disability) in accordance with Section 5(d) above (subject to the terms of written notice from the Executive of such breachSection 5(e) above).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason if (1) the Surviving Entity for “Executive provides written notice to the Company setting forth in reasonable detail the condition giving rise to the Good Reason,” upon Reason not later than 60 days following the date on which the Executive first obtains knowledge of the occurrence of one the condition, (2) the Company fails to remedy such condition within 30 days (or more ten business days in the case of an inadvertent failure as contemplated by clause (ii) below) of receipt of such written notice, and (3) such termination of employment by the Executive for Good Reason occurs within 30 days of the expiration of the 30 day period referred to in clause (2) above. The following events (regardless of whether any other reason conditions arising without the Executive’s prior written consent shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure material diminution, without his consent (not to elect or reelect or otherwise to maintain the Executive in the office or the positionbe unreasonably withheld), or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authoritiesExecutive’s responsibilities, powers, functions, responsibilities duties or duties attached authority attendant to the position Executive’s position, other than as is materially consistent with the Surviving Entity Executive’s assignment to another executive position in accordance with Section 3(a) hereof; provided, however, that the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its subsidiaries, a change in reporting relationships resulting from a Change of Control, any diminution of the business of the Company or any of its subsidiaries, any sale or transfer of equity, property or other assets of the Company or any of its subsidiaries or, during the first twelve months following a Change of Control, any diminution in Executive’s title or duties, including but not limited to a change in reporting relationships, whether or not materially consistent with Section 3(a) hereof, shall not constitute “Good Reason”; or (ii) material failure of the Company to provide the Executive the Base Salary in accordance with the terms of Section 4(a) hereof, excluding an inadvertent failure which is cured within ten business days following notice from the Executive specifying in detail the nature of such failure; or (iii) Executive is required to relocate his business office to a place more than 30 miles from both Dallas, Texas and the Company’s existing office in Plano, Texas. In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to the same pay and benefits he would have been entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive held immediately prior satisfies all conditions to the Change in Control; (B) such entitlement, including without limitation signing and return of a reduction in the aggregate timely and effective Employee Release following termination of the Executive’s Base Pay employment hereunder and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive deadline specified therein and binding upon the parties hereto provided returning it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied Company within ten thirty (1030) calendar days after written notice of the date of termination of employment. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(e) shall constitute the entire obligation of the Company to the Surviving Entity from Executive and, except for Final Compensation, any obligation of the Company to the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs hereunder is conditioned upon the Executive or transfer of all or substantially all of its business and/or assets, unless signing a timely and effective Employee Release in accordance with the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office timing requirements set forth in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachpreceding sentence.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate Executive's employment with the Surviving Entity hereunder for “Good Reason,” , upon notice to the occurrence Board setting forth in reasonable detail the nature of one or more of such Good Reason. The following shall constitute "Good Reason" for termination by the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): Executive: (i) Failure failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or position of Chief Executive Officer and/or as a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal member of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; Board; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authorities, powers, functions, Executive's responsibilities or duties attached duties; provided, however, the Company's failure to continue the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate Executive's appointment or election as an officer or director of any of its Affiliates and any diminution of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; nature or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity Company or any of its Subsidiaries that employs the Executive Affiliates or any sale or transfer of all the equity, property or substantially all other assets of the Company or any of its business and/or assets, unless the successor or successors Affiliates shall not constitute "Good Reason"; (by liquidation, merger, consolidation, reorganization, transfer or otherwiseiii) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations material failure of the Surviving Entity under this Agreement pursuant Company to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs provide the Executive relocates its principal executive offices, compensation and benefits in accordance with the terms of Section 4 hereof; or requires the Executive to have (iv) relocation of the Executive’s principal location of work changed, to any location in excess of twenty-five 's primary office more than thirty (2530) miles from the its then-current location thereof immediately prior to the Change in Control, or requires the Executive to travel away from without the Executive’s office 's consent; provided, however, with respect to termination in accordance with clause (ii) or (iii) hereof, such diminution in the course nature or scope of discharging the Executive’s 's responsibilities or duties hereunder at least or failure of the Company to provide the Executive compensation and benefits in accordance with the terms of Section 4 hereof has remained uncured after twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written business days' notice from the Executive specifying in reasonable detail the nature of such breachdiminution or failure. In the event of termination in accordance with this Section 5(e), in addition to Final Compensation and Final Bonus Compensation, the Executive will be entitled to the Severance Benefits the Executive would have been entitled to receive had the Executive's employment been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement, including without limitation the signing of an effective Employee Release and meeting the Executive's obligations under Section 6(c) hereof. It is agreed and understood that "Good Reason" shall cease to exist for an event on the sixtieth (60th) day following the date the Executive first knew or reasonably should have known of its occurrence, unless the Executive has given notice thereof to the Company prior to such date.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason upon notice to the Surviving Entity for “Company setting forth in reasonable detail the nature of such Good Reason,” upon . The following shall constitute Good Reason for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office position of Chief Operating Officer or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, such other executive position to which the Executive held immediately prior may be assigned pursuant to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor theretoSection 3(a) if the Executive shall have been a Company Director immediately prior to the Change in Control;hereof; or (ii) Failure of the Surviving Entity diminution, without his consent (not to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change be unreasonably withheld), in the nature or scope of the authoritiesExecutive’s responsibilities, powers, functions, responsibilities duties or duties attached authority attendant to the position Executive’s position, in each case other than as is materially consistent with the Surviving Entity Executive’s assignment to another executive position in accordance with Section 3(a) hereof; provided, however, that the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its subsidiaries, a change in reporting relationships resulting from a Change of Control (provided that such Executive’s reporting relationship within the Principal Subsidiary remains substantially the same), any diminution of the business of the Company or any of its subsidiaries or any sale or transfer of equity, property or other assets of the Company or any of its subsidiaries shall not constitute “Good Reason”; or (iii) failure of the Company to provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof, excluding an inadvertent failure which is cured within ten business days following notice from the Executive specifying in detail the nature of such failure; or (iv) Executive is required to relocate his business office to a place more than 30 miles from both his existing office in Louisville, Kentucky and the Company’s existing office in Plano, Texas. In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to the same pay and benefits he would have been entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive held immediately prior satisfies all conditions to such entitlement, including without limitation signing and return of a timely and effective Employee Release. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(e) shall constitute the entire obligation of the Company to the Change in Control; (B) Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a reduction in the aggregate timely and effective Employee Release following termination of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachemployment hereunder.

By the Executive for Good Reason. During the Severance Period, the The Executive may -------------------------------- terminate employment with this Agreement at any time upon written notice to the Surviving Entity Company for “"Good Reason,” upon the occurrence of ", which term shall mean only one or more of the following: (a) The Company shall have failed to provide the Executive with the compensation payable hereunder or shall have reduced such compensation payable hereunder, or shall have materially reduced the other benefits to which the Executive is entitled hereunder, and such failure shall have continued for fifteen (15) days after notice from the Executive to the Board of Directors, specifying such failure or reduction in reasonable detail; (b) The Company shall have (i) effected any material diminution or reduction in the Executive's responsibilities, authority, title or position with respect to his employment by the Company or (ii) assigned to the Executive responsibilities or duties inconsistent with his position as President and Chief Executive Officer or this Agreement, and such diminution, reduction or assignment shall have continued for ten (10) days after notice from the Executive to the Board, specifying such diminution, reduction or assignment in reasonable detail;: (c) The Company shall have failed to fulfill any of its other obligations under this Agreement, and such failure shall have continued for thirty (30) days after notice thereof to the Board, specifying such failure in reasonable detail; (d) A Change of Control (as herein defined) shall have occurred; provided, however, that if in connection with such Change of Control the Executive shall be afforded the opportunity to continue in his position as President and Chief Executive Officer, with responsibilities, authority, Base Salary and other benefits and terms no less favorable to the Executive than those enjoyed by the Executive prior to the transaction which resulted in such Change of Control (provided that while the Executive may exercise any rights which he may have under options granted pursuant to the Initial Option Plan, he shall not be entitled to receive new comparable option benefits following events such Change of Control), then the Executive's termination of this Agreement for Good Reason may not be effective earlier than the first anniversary of such Change of Control transaction. For purposes of this Agreement, a Change of Control shall occur if (regardless x) from and after the date the Company has consummated its first public offering of whether securities, as a result of one or more transactions (other than public offerings of securities by the Company) a person or group of persons acting in concert, other than Summit Ventures IV, L.P. and the Executive and their respective affiliates, shall own collectively a majority of the voting securities of the Company or shall have the right to elect a majority of the Board; or (y) prior to consummation by the Company of its first public offering, Summit Ventures IV, L.P. and the Executive and their respective affiliates shall cease to own a majority of the voting securities of the Company; provided that in making such determination there shall be excluded any other reason for voting securities issued pursuant to an acquisition recommended to the Board by the Executive; or (e) The Company shall issue voting securities, and as a result of such termination exists or has occurredissuance, the Executive (together with any person to whom he Shares after the date hereof) shall cease to own at least ten percent (10%) of the voting securities of the Company (calculated on a fully diluted basis, including, without limitationlimitation after giving effect to the conversion of the Company's Series A Preferred Stock and the exercise of any option or warrant then outstanding, other employment): regardless of whether then exercisable); provided, however, that this Section 7.06(e) shall not apply to, and there shall be disregarded in making any calculations under this Section 7.06(e), any voting securities issued (i) Failure pursuant to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior an acquisition recommended to the Change in Control; Board by the Executive; or (ii) Failure pursuant to a public offering which constitutes a Qualified Public Offering, as defined in Article IX of a certain Series A and Series B Preferred Stock Purchase Agreement of even date among the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authoritiesCompany, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to and others (the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach"Stock Purchase Agreement").

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with the Surviving Entity hereunder for “Good Reason,” upon . The following shall constitute Good Reason for termination by the occurrence of one or more Executive: i. Failure of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Chief Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in ControlOfficer; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change . Material diminution in the nature or scope of the authoritiesExecutive's responsibilities, powersduties or authority; provided, functionshowever, responsibilities or duties attached that the transfer of certain job responsibilities, including but not limited to supervisory responsibilities, from the Executive to the position with future Chief Operating Officer or to other senior executives who the Surviving Entity that Company expects to hire over the term of this Agreement, or the assignment to others of the duties and responsibilities of the Executive held immediately prior while the Executive is out of work due to the Change in Control; (B) a reduction disability or on a leave of absence for any reason, shall not constitute a material diminution in the aggregate nature or scope of the Executive’s Base Pay 's responsibilities, duties or authority as set forth in this Section; or iii. Material breach by the Company of its obligation to provide the Executive the compensation and Incentive Pay received from benefits in accordance with the Surviving Entity; or terms of Section 4 hereof. Any event described in provisions (Ci) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; through (iii) A determination above shall not constitute Good Reason unless the Executive provides the Company with written notice of such event within thirty (30) days of the date the Executive knew of such event, and it is not corrected by the Executive Company within thirty (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence30) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope days of the business or other activities for which date the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after provides such written notice to the Surviving Entity from Company. In the event of a termination by the Executive for Good Reason, and subject to the provisions of such determination; Section 5(i) herein, the Company agrees to: (ivi) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs pay the Executive or transfer a severance payment of twelve (12) months' salary at the Executive's then current Base Salary payable bi-weekly over twelve (12) months in accordance with the Company's payroll practices; (ii) accelerate by twelve (12) months the vesting of all or substantially all of its business and/or assetsexisting stock options, unless the successor or successors (by liquidationi.e., mergerthose stock options granted before September 1, consolidation1999, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity Executive is entitled under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs any other agreement between the Executive relocates its principal executive officesand the Company, or requires and accelerate by six (6) months the vesting of all future stock options which may be granted to the Executive; and (iii) if the Executive is eligible for, and chooses to have elect health insurance continuation in accordance with the Executive’s principal location Consolidated Omnibus Budget Reconciliation Act of work changed1985 ("COBRA"), to any location in excess of twenty-five (25) miles from pay the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required premium payments of the Executive in under COBRA for a period of twelve (12) months, subject to any of the three (3) full years immediately prior Executive contribution applicable to the Change in Control without, in either case, Executive on the Executive’s prior written consent; or (vi) Without limiting the generality or effect date of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachtermination.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by the Executive may terminate employment with by written notice of his resignation (“Notice of Resignation”) delivered to the Surviving Entity for Company within ninety (90) days of any of the following (each of which will constitute “Good Reason,” upon for resignation): (i) a reduction by the occurrence of one Company in the Executive’s title or more of position, or a material reduction by the following events Company in the Executive’s authority, duties or responsibilities (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain Executive no longer serving on the Executive in the office or the position, or a substantially equivalent or better office or position, Company’s board of or with the Surviving Entity, which the Executive held immediately prior to a Change in Controldirectors), or the removal of assignment by the Company to the Executive as a Surviving Entity Director (of any duties or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving EntitySalary; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied Company; provided, that the Company will be allowed to cure such breach within thirty (30) days of delivery to the Company by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of written demand for performance, which such breachwritten demand will specifically identify the manner in which the Executive believes the Company has breached this Agreement; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from his initial office location in Little Rock, Arkansas. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Fiscal Year ending before the Date of Termination (and 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 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 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 resigns for Good Reason pursuant to this Section 9(f), 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 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 received payment had the Executive remained employed. 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.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by the Executive may terminate employment with by written notice of his resignation (“Notice of Resignation”) delivered to the Surviving Entity for Company within thirty (30) days of the occurrence of any of the following (each of which will constitute “Good Reason,” upon for resignation): (1) a material reduction by the occurrence of one Company in the Executive’s title or more of position, or a material reduction by the following events Company in the Executive’s authority, duties or responsibilities (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect Executive no longer serving on the Company’s board of directors or reelect or otherwise to maintain if he is not the Chief Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Officer of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the ExecutiveCompany’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred ultimate parent entity following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of), or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held assignment by the Executive immediately prior Company to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of any duties or responsibilities that are materially inconsistent with such determination; title, position, authority, duties or responsibilities, (iv2) The liquidation, dissolution, merger, consolidation a reduction in Base Salary; or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or Company (collectively, a “Good Reason Event”); provided, that, if any successor thereto which Good Reason Event is not remedied curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of his Notice of Resignation, which such breachNotice of Resignation will specifically identify the Good Reason Event which the Executive believes has occurred. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. If the Company fails to cure the Good Reason Event within the thirty (30) day cure period, then the Executive must terminate employment within thirty (30) days thereafter. If the Executive does not terminate employment during such thirty (30) day period, then the Executive will be deemed to have waived his right to terminate employment based upon such Good Reason Event and will not receive any payments under this Section 9(f). If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to 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 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 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 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 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 resigns for Good Reason pursuant to this Section 9(f), notwithstanding anything contained in any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units: (x) 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 (y) the number of 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 received payment had the Executive remained employed. 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 B prior to the expiration of the Severance Delay Period. 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 employment termination program offered to a group or class of employees, as defined under the Older Worker Benefit Protection Act, 29 U.S.C. Section 626, the Severance Delay Period shall mean the period beginning on the Date of Termination and ending on the sixtieth day thereafter.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate employment with hereunder for Good Reason. The following shall constitute “Good Reason” for termination by the Surviving Entity Executive: (i) the failure of the Company to pay any undisputed amount due under this Agreement; or (ii) a substantial reduction in the Executive’s targeted compensation level (other than a general reduction in Base Salary, annual incentive compensation opportunities or other benefits that effects all similarly situated executives). Notwithstanding the foregoing, any termination by the Executive for Good Reason may only occur if the Executive provides a notice of termination for Good Reason within 45 days after Executive learns (or reasonably should have learned) about the occurrence of the event giving rise to the claim of Good Reason. Resignation by Executive shall not be deemed for “Good Reason,” upon if the occurrence basis for such Good Reason is cured within a reasonable period of one or more time (determined in light of the cure appropriate to the basis of such Good Reason), but in no event more than thirty (30) business days after the Company receives the Notice of Termination specifying the basis of such Good Reason. In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive promptly following termination and in all events within thirty (regardless 30) days thereof, Base Salary earned but unpaid through the date of whether any other reason for such termination exists or has occurredtermination. In addition and subject to the Executive’s continued compliance with the provisions of Sections 7 and 8 and the Executive’s execution (and non-revocation) of the Separation and Release Agreement, including, without limitation, other employment): the Executive shall receive (i) Failure an amount equal to elect or reelect or otherwise to maintain (1) times the Executive Base Salary at the rate in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director effect immediately prior to the Change date of Executive’s termination of employment, payable in Control; accordance with the normal Company payroll practices over the Severance Term; provided, that the aggregate amount described in this Section 5.4 shall be in lieu of notice or any other severance amounts to which the Executive may otherwise be entitled and shall be reduced by any amounts owed by the Executive to the Company or any Affiliate; (ii) Failure of the Surviving Entity to remedy any of the promptly following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been made in good faith unless otherwise shown by paid; and (iii) at the Surviving Entity by clear times the Company pays its executives bonuses generally, but no later than two and convincing evidenceone half (2 1/2) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in months after the scope end of the business or other activities for fiscal year in which the Executive was responsible immediately prior Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive fiscal year of such determination; termination (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location prorated in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachaccordance with Company policies).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason,” upon shall mean, without the Executive’s consent, the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): events: (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity Company which is not cured, if curable, within twenty (20) days after written notice to the Company specifying in reasonable detail the nature of such breach; (ii) a material diminution of any of the Executive’s significant duties or the assignment to the Executive of material duties inconsistent with his position or the material impairment of the Executive’s ability to function in his position, in each case only after the Company shall have had an opportunity and failed to cure (any cure to be effected within twenty (20) days after written notice to the Company by the Executive specifying in reasonable detail the nature of such Good Reason); (iii) any reduction in or failure to pay the Base Salary or any failure to pay any Annual Bonus to which the Executive is entitled hereunder or any failure to provide benefits in accordance with this Agreement or any material failure to provide perquisites in accordance with this Agreement, in each case only after the Company has been given an opportunity, and has failed, to cure any such event within twenty (20) days following the Executive’s written notice to the Company specifying in reasonable detail the nature of the reduction or failure; (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the site of the former offices of ESI in Van Nuys California as of the Closing Date or (v) subjection of the Executive to a working environment sufficiently hostile or otherwise adverse as to satisfy the general legal standard for a constructive discharge, provided that the Executive provides the Company written notice specifying in reasonable detail the circumstances rendering the working environment hostile or otherwise adverse and the Company fails within twenty (20) days of that notice to take remedial action to mitigate those circumstances. In the event of termination in accordance with this Section 5(e), and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Company shall provide the Executive the same pay and benefits he would have received under clauses (i), (ii) and (iii) of Section 5(d) had his employment been terminated by the Company other than for Cause and the Executive may put his vested Units to the LLC at Fair Market Value (as defined in the Unit Certificate), provided he does so within one hundred and twenty (120) days following the Date of Termination, with payment by the LLC being made by cash or promissory note in accordance with those provisions governing the purchase and sale of management Units contained in the LLC Agreement (or any successor thereto which is not remedied corporate governance document). Any equity in the LLC held by the Surviving Entity within ten (10) calendar days after receipt Executive on the Date of Termination shall otherwise be governed by the Surviving Entity terms of written notice from the Executive of such breachUnit Certificate, the Plan and the LLC Agreement, as applicable.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate employment with -------------------------------- this Agreement at any time upon written notice to the Surviving Entity Company for “"Good Reason,” upon the occurrence of ", which term shall mean only one or more of the following events following: (regardless a) The Company shall have failed to provide the Executive with the compensation payable hereunder or shall have reduced such compensation payable hereunder, or shall have materially reduced the other benefits to which the Executive is entitled hereunder, and such failure shall have continued for fifteen (15) days after notice from the Executive to the Board of whether any other reason for Directors, specifying such termination exists failure or has occurred, including, without limitation, other employment):reduction in reasonable detail; (b) The Company shall have (i) Failure to elect effected any material diminution or reelect or otherwise to maintain the Executive reduction in the office Executive's responsibilities, authority, title or position with respect to his employment by the position, Company or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure assigned to the Executive responsibilities or duties inconsistent with his position as Chairman of the Surviving Entity to remedy any of the following within Board, Chief Executive Officer, and President or this Agreement, and such diminution, reduction or assignment shall have continued for ten (10) calendar days of written after notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached Executive to the position with the Surviving Entity that the Executive held immediately prior to the Change Board, specifying such diminution, reduction or assignment in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofreasonable detail; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (ivc) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or Company shall have failed to fulfill any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and other obligations of the Surviving Entity under this Agreement pursuant to Section 12(aAgreement, and such failure shall have continued for thirty (30) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location days after notice thereof immediately prior to the Change Board, specifying such failure in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consentreasonable detail; or (vid) Without limiting A Change of Control (as herein defined) shall have occurred; provided, however, that if in connection with such Change of Control the generality or effect Executive shall be afforded the opportunity to continue in his positions as Chairman of the foregoingBoard, Chief Executive Officer, and President of the surviving corporation, with responsibilities, authority, Base Salary, bonus, and other benefits and terms no less favorable to the Executive than those enjoyed by the Executive prior to the transaction which resulted in such Change of Control (provided that while the Executive may exercise any material breach rights which he may have under options granted pursuant to the Initial Option Plan, he shall not be entitled to receive new comparable option benefits following such Charge of Control), then the Executive's termination of this Agreement for Good Reason may not be effective earlier than the first anniversary of such Change of Control transaction. For purposes of this Agreement, a Change of Control shall occur if, as a result of one or more transactions (other than public offerings of securities by the Surviving Entity Company) a person or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity group of written notice from persons acting in concert, other than Summit Ventures IV, L.P. and the Executive and their respective affiliates, shall own collectively a majority of such breachthe voting securities of the Company or shall have the right to elect a majority of the Board.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with the Surviving Entity hereunder for “Good Reason,” , upon notice to the occurrence Company setting forth in reasonable detail the nature of one such Good Reason if such Good Reason is not remedied within twenty (20) days of such notice. The following shall constitute Good Reason for termination by the Executive if occurring without his consent or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):waiver: (i) Failure to elect or reelect or otherwise to maintain the Executive material diminution in the office nature and scope of the Executive’s responsibilities, duties or the positionauthority, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if from one of the two senior most executive positions with respect to the operations of the Company; the Executive shall have been acknowledges that for purposes of this paragraph, a mere change in title or a restructuring or other reorganization of the Company Director immediately prior will not. by itself, give rise to the Change in ControlGood Reason as further defined hereunder; (ii) Failure assignment to the Executive of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change duties and responsibilities that, in the nature or scope of the authoritiesaggregate, powersare materially inconsistent with executive employment; provided, functionshowever, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior Company’s failure to the Change in Control; (B) a reduction in the aggregate of continue the Executive’s Base Pay and Incentive Pay received appointment or election as a director or officer of any of its Affiliates, a change in reporting relationships resulting from the Surviving Entity; direct or (C) the termination or denial indirect control of the Executive’s rights to Employee Benefits Company (or a reduction in successor) by another company, any diminution of the scope thereofbusiness of the Company or any of its Affiliates or any sale or transfer of equity, property or other assets of the Company or any of its Affiliates shall not constitute “Good Reason”; (iii) A determination relocation, beyond thirty five (35) miles from the office used by the Executive (which determination will be conclusive and binding upon as his principal business location in connection with the parties hereto provision of services to the Company; provided it has been made in good faith and in all events will be presumed that travel to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope other offices of the business Company or other activities its Affiliates shall not be considered a relocation giving rise to a right to terminate employment for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination;Good Reason; or (iv) The liquidation, dissolution, merger, consolidation or reorganization failure of the Surviving Entity or any of its Subsidiaries that employs Company to provide the Executive any payments or transfer of all or substantially all of its business and/or assets, unless benefits in accordance with the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control withoutthis Agreement, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto excluding an inadvertent failure which is not remedied by the Surviving Entity cured within ten (10) calendar days after following receipt by the Surviving Entity Company of written notice from the Executive specifying in detail the nature of such breachfailure. In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to the same pay and benefits he would have been entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement, including without limitation the signing of an effective Release of Claims.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate the Executive’s employment with hereunder for Good Reason by providing (1) written notice to the Surviving Entity Company, specifying in reasonable detail the condition giving rise to the Good Reason, no later than the thirtieth (30th) day following the date on which the Executive first learned or should have first learned of that condition, and (2) the Company a period of thirty (30) days in which to remedy the condition in all material respects. The Executive’s termination of employment for Good Reason will be effective on the thirty-first (31st) calendar day following the expiration of the Company’s period to remedy, if the Company has failed to remedy the condition in all material respects. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure to elect or reelect or otherwise to maintain the Executive a material reduction in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Executive’s Base Salary (unless such reduction affects all similarly situated employees of the Executive as Company on a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlproportionate basis); (ii) Failure of a requirement that the Surviving Entity Executive relocate to remedy any of the following within ten a location more than fifty (1050) calendar days of written notice thereof miles from the Executivelocation where the Executive is then providing services (provided, that, a relocation shall not include: (A) the Executive’s travel for business in the course of performing the Executive’s duties for the Company or any of its Affiliates, (B) the Executive working remotely or (C) the Company or any of its Affiliates requiring the Executive to report to the office within the Executive’s principal place of employment (instead of working remotely)); (iii) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powers, functions, responsibilities authority and/or responsibilities; or (iv) a material breach by the Company of (A) any of the terms of this Agreement or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in any other material written agreement between the aggregate Company and the Executive. In the event of termination of the Executive’s Base Pay and Incentive Pay received from employment in accordance with this Section 5(e), the Surviving Entity; or (C) Executive will be entitled to all amounts the termination or denial of Executive would have been entitled to receive had the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination employment been terminated by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or Company other activities than for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement Cause pursuant to Section 12(a5(d) below; (v) The Surviving Entity or the relevant Subsidiary that employs above, provided, that, the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location signs and returns (without revoking) a timely and effective Release of work changed, to any location Claims as set forth in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachSection 5(d).

By the Executive for Good Reason. During Subject to the Severance Periodrespective continuing obligations of United and the Executive under Sections 5 (Compensation Upon Termination), 7 (Confidentiality), 8 (Non-Disparagement) and 9 (Non-Competition), the Executive may has the right to terminate his employment with the Surviving Entity under this Agreement for “Good Reason (as defined below) by notice pursuant to Sections 4(e) and 4(f). For purposes of this Agreement, "Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): " means: (i) Failure United's failure to elect the Executive as the Chief Executive Officer and Chairman of the Board of UAL by the Employment Date; (ii) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position, including status, offices, titles and reporting relationships, authority, duties or reelect responsibilities as contemplated by Section 1 of this Agreement, or otherwise any other action by United which results in a significant diminution in such position, authority, duties or responsibilities, excluding for this Section 4(d)(ii) any isolated, immaterial and inadvertent action not taken in bad faith and which is remedied by United within thirty (30) days after receipt of a notice thereof given by the Executive, and further excluding any action in connection with the termination of the Executive's employment for Cause, upon the death or the Disability of the Executive pursuant to maintain the terms of this Agreement, or by the Executive other than for Good Reason pursuant to this Section 4(d); (iii) a reduction by United in the Executive's Base Salary (other than a decrease contemplated by Section 3(a)) or any other failure by United to comply with any of the provisions of Section 3 of this Agreement, including treatment of the Executive in the office or the position, or a substantially equivalent or better office or position, of manner or with an outcome inconsistent with United's treatment of its other senior executives, other than an isolated, immaterial and inadvertent failure not occurring in bad faith and which is remedied by United promptly after receipt of notice thereof given by the Surviving Entity, which Executive; (iv) the Executive held relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment immediately prior to a Change such relocation, except for travel reasonably required in Control, or the removal performance of the Executive Executive's responsibilities; (v) any purported termination by United of the Executive's employment otherwise than as a Surviving Entity Director expressly permitted by this Agreement; (or any successor theretovi) if the Executive shall have been a Company Director immediately prior desires to be employed by United beyond the Change Employment Period in Control; (ii) Failure accordance with Section 2, United's unwillingness at the conclusion of the Surviving Entity Employment Period to remedy any enter into an extension of this Agreement on substantially the following within ten (10same or better terms as this Agreement, except that Executive's right to receive compensation, upon termination under Section 5(d)(iii) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation will not extend beyond Executive's attainment of age 65; or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach.6

By the Executive for Good Reason. During the Severance Period, 1. The Executive’s employment may be terminated by the Executive may terminate employment with by written notice of the Surviving Entity for “Good Reason,” upon Executive’s resignation delivered within sixty (60) days after the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days events, each of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) which shall constitute “Good Reason” for resignation: a. a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from Salary (unless such reduction is part of an across the Surviving Entity; or (C) the termination or denial board reduction affecting all senior officers of the Executive’s rights to Employee Benefits or a reduction in the scope thereofCompany); (iii) A determination b. except for relocation to the Nashville, Tennessee metropolitan area, a requirement by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed Company to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused relocate the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation location that is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of greater than twenty-five (25) miles from the location thereof of the office in which the Executive performs the Executive’s duties hereunder at the time of such relocation; c. in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or d. a reduction in the Executive’s title, or a material and adverse change in the Executive’s status and responsibilities, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with the Executive’s title and responsibilities, including following a Change in Control, if the Executive no longer serves as the Chief Executive Officer of the acquiring or successor company reporting to the board of directors (or other governing body) of such entity. 2. The Executive shall give the Company written notice of the Executive’s intention to resign for Good Reason (stating the reason therefor) within sixty (60) days after the occurrence of one of the events stated in Section VI.F.1.a, b, c or d above (collectively, the “Good Reason Events”), and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within sixty (60) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason, the Executive shall be entitled to receive: a. all Base Salary and benefits due to the Executive through the Date of Termination, plus any earned, but unpaid, bonus under any applicable Bonus Plan (in each case, payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), plus a pro-rata portion of any annual bonus for the year in which the Date of Termination occurs, based on actual Company performance, which pro rata annual bonus amount will be determined after the end of the fiscal year for which the Bonus Plan was in place and paid in accordance with the terms of such Bonus Plan; b. an amount equal to Executive’s Base Salary for a total of twenty-four (24) months following the Date of Termination, which shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination; and c. a lump sum amount, payable by the Company concurrent with the earlier payment provided for in Section VI.F.2.a hereunder, equal to the Company’s estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the Executive and the Executive’s eligible dependents, for substantially the same level of benefits as in effect immediately prior to the Change in Control, or requires the Executive Date of Termination and for a period equal to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent twenty-four (20%24) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of months. Notwithstanding the foregoing, any material breach if the Company’s payment pursuant to the foregoing sentence would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of this Agreement penalties, under PPACA and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA. 3. The vesting, settlement and exercisability (if applicable) of all Incentive Awards shall be governed by the Surviving Entity or any successor thereto terms of the applicable award agreements to which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from Company and the Executive are parties on the Date of such breachTermination.

By the Executive for Good Reason. During the Severance Period, the Executive The EXECUTIVE may terminate his employment with the Surviving Entity COMPANY for Good Reason, upon notice to the COMPANY setting forth in reasonable detail the nature of such Good Reason, pursuant to the provisions of Article 51 of the Federal Labor Law. The following shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):EXECUTIVE: (i) Failure failure of the COMPANY to elect or reelect or otherwise to maintain continue the Executive EXECUTIVE in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Chief Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Officer (Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in ControlGeneral); (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authoritiesEXECUTIVE’S responsibilities, powers, functions, responsibilities duties or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofauthority; (iii) A determination by material intentional failure of the Executive (which determination will be conclusive and binding upon COMPANY to pay the parties hereto provided it has been made in good faith and in all events will be presumed EXECUTIVE the Base Salary, the Bonus or any other amount payable to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change EXECUTIVE in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change manner described in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationthis Agreement; (iv) The liquidation, dissolution, merger, consolidation or reorganization the Board of Directors of the Surviving Entity COMPANY persists, after protest by the EXECUTIVE, in requiring EXECUTIVE to engage in conduct that is criminal or any of its Subsidiaries contrary to applicable law or that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) a reasonable person would consider to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) belowbe unethical; (v) The Surviving Entity or the relevant Subsidiary that employs COMPANY requires the Executive relocates its principal executive officesEXECUTIVE to relocate outside of the Mexico City metropolitan area, otherwise changes materially the EXECUTIVE’s working conditions or requires the Executive EXECUTIVE to report to persons other than the Board of Directors of the Company; (vi) the COMPANY’s commencement, over the EXECUTIVE’s objection, of a new substantial line of business, that is not related to an extension of, or ancillary to, the COMPANY’s then existing business, unless ceased within thirty (30) days, counted from the date EXECUTIVE shall have given written notice in connection with the Executive’s principal location of work changedtermination, to any location in excess the President or Secretary of twenty-five the Board of Directors of the COMPANY; (25vii) miles from the location thereof immediately prior to the if a Change in Control, or requires the Executive to travel away from the Executive’s office of Control (as defined in the course SAR Agreement) occurs that results in the consolidation with an entity the main business activity of discharging which is not the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consententertainment business; or (viviii) Without limiting the generality or effect sale of a Substantial Portion of the foregoingCOMPANY’s assets, any material breach of this Agreement that is not approved by the Surviving Entity EXECUTIVE, where “Substantial Portion” means assets generating at least thirty percent (30%) of the COMPANY’s gross consolidated cash flow; except for dispositions that arise from (i) non-performance by business or any successor thereto which is not remedied by a portion thereof or (ii) swaps of comparable assets with other companies. In the Surviving Entity within ten (10) calendar days after receipt by event of termination in accordance with this Section 1.e., then the Surviving Entity of written notice from EXECUTIVE will be entitled to the Executive of such breachSpecified Severance Benefit.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment may be terminated by the Executive may terminate employment with by written notice of his/her resignation delivered within sixty (60) days after the Surviving Entity for occurrence of any of the following events, each of which shall constitute “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):resignation: (i) Failure to elect or reelect or otherwise to maintain the Executive a reduction in the office or Executive’s Base Salary (unless such reduction is part of an across the position, or board reduction affecting all Company executives with a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlcomparable title); (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination requirement by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed Company to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused relocate the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation location that is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of greater than twenty-five (25) miles from the location thereof immediately prior to of the office in which the Executive performs his/her duties hereunder at the time of such relocation; and (iii) in connection with a Change in Control, a failure by the successor person or requires entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions satisfactory to the Executive and which is executed by the Executive. The Executive shall give the Company written notice of his/her intention to resign for Good Reason (stating the reason therefore) and the Company shall have sixty (60) days thereafter to rescind such reduction in Base Salary or relocation, in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section (f), the Executive shall be entitled to receive: (A) all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination and a pro-rata portion of any Bonus Plan or other compensation to which he/she is otherwise entitled as of the Date of Termination, which Bonus Plan amount will be determined after the end of the fiscal year for which the Bonus Plan was in place; (B) an amount equal to Executive’s Base Salary for a total of eighteen (18) months following the Date of Termination; and (C) group medical benefits for eighteen (18) months after the Date of Termination. The amount in clause (B) above shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section 9 hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (f) within six (6) months of the Date of Termination would cause the Executive to travel away from incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Date of Termination. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s office Base Salary (payable in accordance with the course first sentence of discharging this paragraph), upon execution of a full release of claims in favor of the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (Company. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of aggregate days in any calendar year the stock option agreements or in any calendar quarter when annualized restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for purposes of comparison to any prior year) than was required the benefit of the Executive shall vest and thereafter be paid out in any accordance with the terms of the three (3) full years immediately prior to CAP as in effect on the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect Date of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachTermination.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason by (A) providing written notice to the Surviving Entity Company specifying in reasonable detail the condition giving rise to the Good Reason no later than the thirtieth (30th) day following the occurrence of that condition and (B) providing the Company a period of thirty (30) days to remedy the condition, if such condition may be remedied. The Executive’s termination of employment for Good Reason will be effective on the thirtieth (30th) calendar day following the expiration of the period to remedy if the Company has failed to remedy the condition or on the date of such notice of Good Reason if the condition may not be remedied. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powersauthority and/or responsibilities, functions, responsibilities or duties attached the Executive no longer reports directly to the position with the Surviving Entity Board; (ii) a requirement that the Executive held immediately prior relocate to the Change in Control; a location more than fifty (B50) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received miles from the Surviving Entity; or (C) location where the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofExecutive is then providing services; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made a reduction in good faith and Base Salary as set forth in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidenceSection 4(a) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationhereof; (iv) The liquidation, dissolution, merger, consolidation or reorganization a material breach of any of the Surviving Entity terms of this Agreement or any of its Subsidiaries that employs other written agreement between the Executive or transfer of all or substantially all of its business and/or assets, unless Company and the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) belowExecutive; (v) The Surviving Entity or the relevant Subsidiary a Change of Control that employs the Executive relocates its principal executive officesoccurs at such time when no fund sponsored by Welsh, Carson, Axxxxxxx & Sxxxx, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three their respective affiliates, owns, directly or indirectly, any equity interest of Group Holdings (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consentor any successor company after such a transaction); or (vi) Without limiting a SEM Change of Control. In the generality or effect event of a termination of employment in accordance with this Section 5(e), the foregoing, any material breach of this Agreement Executive will be entitled to receive all the amounts he would have been entitled to receive had he been terminated by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10Company other than for Cause pursuant to Section 5(d) calendar days after receipt by the Surviving Entity of written notice from above, provided that the Executive signs and returns (without revoking) a timely and effective Release of such breachClaims as set forth in Section 5(d).

By the Executive for Good Reason. During The Executive may terminate his employment hereunder for Good Reason, upon written notice to the Severance PeriodCompany setting forth in reasonable detail the nature of such Good Reason. In the event of termination in accordance with this Section 5(e) during the Term, in addition to the Final Compensation and Final Bonus, the Executive may terminate employment shall be entitled to receive the Severance Payment he would have been entitled to receive had the Executive been terminated by the Company other than for Cause during the Term in accordance with Paragraph 5(d) above; provided that the Surviving Entity for “Good Reason,” upon Executive satisfies all conditions to such entitlement, including without limitation the occurrence signing of one an effective Release; and further provided that if benefits are payable to the Executive under a separate severance agreement or more an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(e) (provided that such offset would not an impermissible change in the time or form of any payments subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The following events (regardless of whether any other reason shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Executive held immediately prior to a Change in ControlChief Operating Officer, or the removal from the Executive and/or the assignment to any other person the duties, of the duties, responsibilities or functions customarily performed by the Chief Operating Officer of the Company, and such failure, removal, or assignment continues for thirty (30) days after written notice thereof by the Executive specifying in reasonable detail the nature of such failure. Notwithstanding anything herein to the contrary “Good Reason” as a Surviving Entity Director (used herein does not include the CEO’s or any successor thereto) Board’s removal of the Executive’s responsibilities related to these functions supported by good-faith business judgment. Further, if the Executive consents to a change in position, this paragraph 5(e)(i) shall have been a Company Director immediately prior to the Change in Controlnot apply; (ii) Failure of the Surviving Entity Company to remedy provide the Executive the Base Salary, Bonus, or any other benefits in accordance with the terms of the following within Section 4 and such failure remains uncured for ten business (10) calendar days of following written notice thereof from by the Executive: (A) a significant adverse change Executive specifying in reasonable detail the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofsuch failure; (iii) A determination Any requirement by the Company that the Executive relocate to, or perform any of his duties hereunder at, any location that is more than fifty (which determination 50) miles from his current office location, provided, however, that reasonable and customary business travel, and the expectation that the Executive will perform certain functions in other offices of the Company in the ordinary course of business consistent with past practices shall not be conclusive and binding upon deemed a required relocation under this paragraph (iii); or (iv) A Change of Control of the parties hereto Company. For purposes of this Agreement, a “Change in Control” shall mean a Change in Control as defined in the Xxxxxxx Networks, Incorporated Long-Term Incentive Plan in effect at the time of the subject event, as such plan may be amended from time to time; provided it has been made that no event shall be a Change in good faith and in all events will be presumed to have been made in good faith Control for purposes of this Agreement unless otherwise shown by the Surviving Entity by clear and convincing evidence) that such event also constitutes a change in circumstances has occurred following the Company’s ownership, its effective control or the ownership of a substantial portion of its assets within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, an initial underwritten public offering of the Company’s securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (an “IPO”), or any transactions or events constituting part of an IPO shall not be deemed to constitute or in any way effect a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate Executive's employment with the Surviving Entity hereunder for “Good Reason,” , upon notice to the occurrence Board setting forth in reasonable detail the nature of one or more of such Good Reason. The following shall constitute "Good Reason" for termination by the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): Executive: (i) Failure failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; Vice President - Manufacturing & Supply Chain; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authorities, powers, functions, Executive's responsibilities or duties attached duties; provided, however, the Company's failure to continue the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate Executive's appointment or election as an officer or director of any of its Affiliates and any diminution of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; nature or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity Company or any of its Subsidiaries that employs the Executive Affiliates or any sale or transfer of all the equity, property or substantially all other assets of the Company or any of its business and/or assets, unless the successor or successors Affiliates shall not constitute "Good Reason"; (by liquidation, merger, consolidation, reorganization, transfer or otherwiseiii) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations material failure of the Surviving Entity under this Agreement pursuant Company to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs provide the Executive relocates its principal executive offices, compensation and benefits in accordance with the terms of Section 4 hereof; or requires the Executive to have (iv) relocation of the Executive’s principal location of work changed, to any location in excess of twenty-five 's primary office more than thirty (2530) miles from the its then-current location thereof immediately prior to the Change in Control, or requires the Executive to travel away from without the Executive’s office 's consent; provided, however, with respect to termination in accordance with clause (ii) or (iii) hereof, such diminution in the course nature or scope of discharging the Executive’s 's responsibilities or duties hereunder at least or failure of the Company to provide the Executive compensation and benefits in accordance with the terms of Section 4 hereof has remained uncured after twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written business days' notice from the Executive specifying in reasonable detail the nature of such breachdiminution or failure. In the event of termination in accordance with this Section 5(e), in addition to Final Compensation and Final Bonus Compensation, the Executive will be entitled to the Severance Benefits the Executive would have been entitled to receive had the Executive's employment been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement, including without limitation the signing of an effective Employee Release and meeting the Executive's obligations under Section 6(c) hereof. It is agreed and understood that "Good Reason" shall cease to exist for an event on the sixtieth (60th) day following the date the Executive first knew or reasonably should have known of its occurrence, unless the Executive has given notice thereof to the Company prior to such date.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason,” upon shall mean, without the Executive’s consent, the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): events: (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto Company which is not remedied by the Surviving Entity cured, if curable, within ten twenty (1020) calendar days after receipt by the Surviving Entity of written notice from to the Company specifying in reasonable detail the nature of such breach; (ii) a material diminution of any of the Executive’s significant duties or the assignment to the Executive of material duties inconsistent with his position or the material impairment of the Executive’s ability to function in his position, in each case only after the Company shall have had an opportunity and failed to cure (any cure to be effected within twenty (20) days after written notice to the Company by the Executive specifying in reasonable detail the nature of such breachGood Reason); (iii) any reduction in or failure to pay the Base Salary or any failure to pay any Annual Bonus to which the Executive is entitled hereunder or any failure to provide benefits in accordance with this Agreement or any material failure to provide Executive Perquisites in accordance with this Agreement, in each case only after the Company has been given an opportunity, and has failed, to cure any such event within twenty (20) days following the Executive’s written notice to the Company specifying in reasonable detail the nature of the reduction or failure; (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the Van Nuys Location or (v) subjection of the Executive to a working environment sufficiently hostile or otherwise adverse as to satisfy the general legal standard for a constructive discharge, provided that the Executive provides the Company written notice specifying in reasonable detail the circumstances rendering the working environment hostile or otherwise adverse and the Company fails within twenty (20) days of that notice to take remedial action to mitigate those circumstances. For the avoidance of doubt, neither an assignment of the Executive to serve as a director or officer of one or more of the Company’s Affiliates nor any termination of such service shall constitute Good Reason for termination. In the event of termination in accordance with this Section 5(e), and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Company shall provide the Executive the same payments he would have received under clauses (i), (ii) and (iii) of Section 5(d) had his employment been terminated by the Company other than for Cause. Any equity in the LLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. The Executive’s rights with respect to indemnification shall be in accordance with Section 12 hereof.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with the Surviving Entity hereunder for “Good Reason,” upon , but must first provide written notice to the Company of the condition giving rise to the Good Reason no later than sixty (60) days following the date on which the Executive obtains knowledge of the occurrence of one or more of the condition and give the Company thirty (30) days to remedy the condition. The following events (regardless of whether any other reason conditions arising without the Executive’s prior written consent shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure to elect any action by the Company (including, for this purpose, the Board or reelect or otherwise to maintain the Executive any committee thereof) which results in the office or the a diminution in Executive’s position, titles, reporting relationship, authority, duties or responsibilities; provided, however, that a sale or transfer of less than all or substantially equivalent all of the business of the Company or better office any of its subsidiaries or position, other reduction of less than all of its business or with the Surviving Entity, which the Executive held immediately prior to a Change in Controlthat of its subsidiaries, or the removal fact that the Company has become a subsidiary of another company or that the securities of the Executive as Company are no longer publicly traded, shall not be taken into account when determining whether a Surviving Entity Director (material diminution in Executive’s authority, duties or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlresponsibilities has occurred; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change diminution in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s rate of annual Base Pay and Incentive Pay received from the Surviving Entity; Salary or (Cbonus opportunity pursuant to Section 4(b) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofhereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the ExecutiveCompany’s performance of, or has caused requiring the Executive to suffer a substantial reduction in, be based at any of the authorities, powers, functions, responsibilities office or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation location that is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of more than twenty-five (25) miles distant from Executive’s then-current base office or work location, unless the new location thereof immediately prior is closer to the Change in Control, or requires the Executive to travel away from the Executive’s office in residence at the course of discharging time the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consentrequirement is imposed; or (viiv) Without limiting the generality any other action or effect of the foregoing, any inaction that constitutes a material breach by the Company of this Agreement Agreement. In the event of termination in accordance with this Section 5(e), and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then the Executive will be entitled to the same payments and benefits, and at the same time(s), he would have been entitled to receive had the Executive been terminated by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10Company other than for Cause in accordance with Section 5(d) calendar days after receipt by the Surviving Entity of written notice from above; provided that the Executive of such breachsigns and delivers to the Company a timely and effective Employee Release and complies with the Non-Disparagement Obligation.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with during the Surviving Entity Employment Period for “Good Reason (as herein defined). For purposes of this Agreement, "Good Reason,” upon " shall mean the occurrence without the written consent of the Executive of any one or more of the following events acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive denied in the office event of clause (ix) below) by the Company within 30 days after the Company receives the Notice of Termination (as hereinafter defined) given in respect thereof: a material diminution in the Executive's title, authority, duties, responsibilities or reporting lines as contemplated by Section 2(a) of this Agreement; provided, however, that the position, or a substantially equivalent or better office or position, Executive's appointment as Group President of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal another business division of the Executive as Company pursuant to Section 2(a) shall not constitute Good Reason; a Surviving Entity Director (or any successor thereto) if reduction by the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change the Executive's Annual Base Salary as in effect on the nature date hereof or scope of as the authorities, powers, functions, responsibilities same may be increased from time to time or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction the Executive's aggregate annualized compensation and benefits opportunities, except, in the aggregate case of both (A) and (B), for across-the-board reductions similarly affecting all executive officers (both of the Executive’s Base Pay Company and Incentive Pay received from the Surviving Entity; or of any Person (Cas hereinafter defined) the termination or denial then in control of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iiiCompany) A determination whose compensation is directly determined by the Executive compensation committee of the Board (which determination will be conclusive and binding upon the parties hereto compensation committee of the board of directors of any Person then in control of the Company); provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by that, the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred exception for across-the-board reductions shall not apply following a Change in Control, including, without limitation, a change in Control (as hereinafter defined); the scope relocation of the business Executive's principal place of employment to a location away from the Company's headquarters or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any relocation of the authorities, powers, functions, responsibilities or duties attached Company's headquarters to the position held by the Executive immediately prior to the Change in Control, a location further away which situation is not remedied within ten both further away from Executive's residence and more than thirty (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (2530) miles from such headquarters or a substantial increase in the location thereof immediately prior Executive's business travel obligations outside of the Southern California area as of the Effective Date other than any such increase that (A) arises in connection with extraordinary business activities of the Company and (B) is understood not to be part of the Executive's regular duties with the Company; the failure by the Company to pay to the Change in Control, Executive any portion of the Executive's current compensation and benefits or requires to pay to the Executive to travel away from any portion of an installment of deferred compensation under any deferred compensation program of the Company within thirty (30) days of the date such compensation is due; any purported termination of the Executive’s office in 's employment that is not effected pursuant to a Notice of Termination satisfying the course requirements of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized Section 4(f); for purposes of comparison this Agreement, no such purported termination shall be effective; the failure by the Company to obtain a satisfactory agreement from any prior year) than was required successor of the Executive Company requiring such successor to assume and agree to perform the Company's obligations under this Agreement, as contemplated in any of Section 12; the three (3) full years immediately prior failure by the Company to provide the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach indemnification and D&O insurance protection Section 7 of this Agreement requires it to provide; the failure by the Surviving Entity Company to comply with any material provision of this Agreement; or any successor thereto which is not remedied by the Surviving Entity within ten announcement of the Company's intent to take one of the actions or omissions to act, as applicable, described in clauses (10i) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachthrough (viii) above.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate her employment with hereunder for Good Reason upon notice to the Surviving Entity for “Company setting forth in reasonable detail the nature of such Good Reason,” upon . The following shall constitute Good Reason for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office position of Executive Vice President and General Counsel or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, such other executive position to which the Executive held immediately prior may be assigned pursuant to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor theretoSection 3(a) if the Executive shall have been a Company Director immediately prior to the Change in Control;hereof; or (ii) Failure of the Surviving Entity diminution, without her consent (not to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change be unreasonably withheld), in the nature or scope of the authoritiesExecutive’s responsibilities, powers, functions, responsibilities duties or duties attached authority attendant to the position Executive’s position, in each case other than as is materially consistent with the Surviving Entity Executive’s assignment to another executive position in accordance with Section 3(a) hereof; provided, however, that the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its subsidiaries, a change in reporting relationships resulting from a Change of Control (provided that such Executive’s reporting relationship within the Principal Subsidiary remains substantially the same), any diminution of the business of the Company or any of its subsidiaries or any sale or transfer of equity, property or other assets of the Company or any of its subsidiaries shall not constitute “Good Reason”; or (iii) failure of the Company to provide the Executive the Base Salary and benefits in accordance with the terms of Section 4 hereof, excluding an inadvertent failure which is cured within ten business days following notice from the Executive specifying in detail the nature of such failure; or (iv) Executive is required to relocate her business office to a place more than 30 miles from both her existing office in Louisville, Kentucky and the Company’s existing office in Plano, Texas. In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to the same pay and benefits she would have been entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive held immediately prior satisfies all conditions to such entitlement, including without limitation signing and return of a timely and effective Employee Release. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(e) shall constitute the entire obligation of the Company to the Change in Control; (B) Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a reduction in the aggregate timely and effective Employee Release following termination of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachemployment hereunder.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason if (1) the Surviving Entity for “Executive provides written notice to the Company setting forth in reasonable detail the condition giving rise to the Good Reason,” upon Reason not later than 60 days following the date on which the Executive first obtains knowledge of the occurrence of one the condition, (2) the Company fails to remedy such condition within 30 days (or more ten business days in the case of an inadvertent failure as contemplated by clause (ii) below) of receipt of such written notice, and (3) such termination of employment by the Executive for Good Reason occurs within 30 days of the expiration of the 30 day period referred to in clause (2) above. The following events (regardless of whether any other reason conditions arising without the Executive’s prior written consent shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure material diminution, without his consent (not to elect or reelect or otherwise to maintain the Executive in the office or the positionbe unreasonably withheld), or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authoritiesExecutive’s responsibilities, powers, functions, responsibilities duties or duties attached authority attendant to the Executive’s position with (including failure of the Surviving Entity Company to continue the Executive in the position of President and Chief Executive Officer and failure of the shareholders of the Company to elect at each appropriate Annual Meeting of such shareholders during the term hereof the Executive as a member of the Board, provided that the Executive held immediately prior is otherwise eligible for such election); provided, however, that the Company’s failure to continue the Executive’s appointment or election as a director or officer of any of its subsidiaries, a change in reporting relationships resulting from a Change of Control, any diminution of the business of the Company or any of its subsidiaries or any sale or transfer of equity, property or other assets of the Company or any of its subsidiaries shall not constitute “Good Reason”; or (ii) material failure of the Company to provide the Executive the Base Salary in accordance with the terms of Section 4(a) hereof, excluding an inadvertent failure which is cured within ten business days following notice from the Executive specifying in detail the nature of such failure; or (iii) Executive is required to relocate his business office to a place more than 30 miles from both Dallas, Texas and the Company’s existing office in Plano, Texas. In the event of termination in accordance with this Section 5(e), then the Executive will be entitled to the Change same pay and benefits he would have been entitled to receive had the Executive been terminated by the Company other than for Cause in Controlaccordance with Section 5(d) above; (Bprovided that the Executive satisfies all conditions to such entitlement, including without limitation signing and return of a timely and effective Employee Release. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(e) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a reduction in the aggregate timely and effective Employee Release following termination of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachemployment hereunder.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason, upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason,” upon ”, subject to the occurrence of one or more notice and cure periods set forth below, unless the Executive shall have consented in writing to any of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):following: (i) Failure to elect or reelect or otherwise to maintain the Executive any reduction in the office or Executive’s Base Salary other than in connection with a general reduction in base salaries that affects all similarly situated executives in substantially the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlsame proportions; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from reduction in the Executive: ’s Target Bonus or Maximum Annual Bonus opportunity (A) other than solely as a significant adverse change in the nature or scope result of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofSalary); (iii) A determination any failure by the Company to nominate the Executive (which determination will be conclusive for re-election to the Board and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to use its best efforts to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that Executive re-elected (other than as a change in circumstances has occurred following result of a Change in Controlof Control Event, includingwhich shall be governed by this Section 5(f)(v)), without limitation, a or any change in the scope Executive’s title as Chief Revenue Officer of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationCompany; (iv) The liquidationany diminution in the Executive’s responsibilities or authority within the Company, dissolutionor any alteration in the nature or status of Executive’s position, mergertitle or responsibilities or the conditions of Executive’s employment, consolidation or reorganization including the requirement for the Executive to report to any person(s) other than the Board, in any case without his prior written consent, other than any of the Surviving Entity or any foregoing that occurs as a result of its Subsidiaries that employs the Executive or transfer a Change of all or substantially all of its business and/or assets, unless the successor or successors Control Event (which shall be governed by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below5(f)(v)); (v) The Surviving Entity or in the relevant Subsidiary that employs event of a Change of Control Event, any failure by the acquirer to (a) make an offer of employment to the Executive relocates its principal executive officesfor a base salary, or requires target bonus and maximum bonus opportunity amounts that are substantially comparable in the Executive aggregate to have the Executive’s principal location Base Salary and Annual Bonus (taking into consideration both the Target Bonus and the Maximum Annual Bonus) each as of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Controlsuch sale, or requires (b) nominate the Executive for election to travel away from the Board of the acquirer, (c) offer the Executive a position with duties, responsibilities and authority that are materially comparable to the Executive’s office in the course of discharging the Executive’s duties, responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required and authority as Chief Revenue Officer of the Company (disregarding any duties, responsibilities and authority the Executive in any had as a member of the three (3Board or as an officer or director of any affiliate of the Company) full years as of immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; orsuch sale; (vi) Without limiting any failure by the generality or effect Company to comply with any material provision of this Agreement; and (vii) any requirement that the Executive relocate the principal place of his work for the Company such that his existing commute is increased by more than 50 miles. Notwithstanding the foregoing, any material breach Good Reason shall not be deemed to exist unless (x) the Executive gives the Company written notice within ninety (90) days after the Executive first has knowledge of this Agreement by the Surviving Entity occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or any successor thereto failure to act which is not remedied by the Surviving Entity Executive believes constitutes the basis for Good Reason, (y) the Company fails to cure such act or failure to act within ten sixty (1060) calendar days after receipt of such notice and (z) the Executive terminates his employment within sixty (60) days after the end of the period specified in clause (y). In the event of termination in accordance with this Section 5(f), then the Executive will be entitled to the same payments and benefits (i.e., the Final Compensation, the Termination Compensation, the Benefit Continuation, the Prorated Bonus and acceleration of equity vesting (or termination of Company repurchase rights, as applicable)) he would have been entitled to receive had the Executive been terminated by the Surviving Entity Company other than for Cause (and not due to his death or disability) in accordance with Section 5(d) above (subject to the terms of written notice from the Executive of such breachSection 5(e) above).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his/her employment with the Surviving Entity hereunder for “Good Reason,” , upon notice to the occurrence Company setting forth in reasonable detail the nature of one or more of such Good Reason. The following shall constitute Good Reason for termination by the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Sr. Vice President of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control;Research and Pre-Clinical Development; or (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change Material and substantial diminution in the nature or scope of the authoritiesExecutive's responsibilities, powersduties or authority; however, functions, responsibilities the Company's failure to continue the Executive's appointment or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) election as a reduction in the aggregate director or officer of any of its Affiliates and any diminution of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial business of the Executive’s rights to Employee Benefits Company or a reduction in any of its Affiliates, including without limitation the scope thereof;sale or transfer of any or all of the assets of the Company or any of its Affiliates, shall not constitute "Good Reason"; or (iii) A determination by Material reduction in Base Salary or benefits due in accordance with the terms of this Agreement. In the event of termination in accordance with this Section 5.e, the Company shall pay the Executive the higher of (which determination will be conclusive i) benefits payable under an executive severance plan, if such a plan is in place on the date of termination and binding upon if the parties hereto provided it has been made Executive is eligible for such benefits under such a plan or (ii) continue to pay the Executive his/her Base Salary, at the rate in good faith and in all events will be presumed effect on the date of termination, until the conclusion of a period of twelve (12) months following the date of termination. In addition, until the conclusion of a period of twelve (12) months following the date of termination, the Company shall (A) continue to have been made in good faith unless otherwise shown by make payments to the Surviving Entity by clear and convincing evidenceExecutive under the Executive Incentive Plan; and, (B) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change pay the full premium cost of the Executive's participation in the scope Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. The payment(s) described in subparagraph (A) above shall be equal to the higher of (x) the Executive's target incentive bonus or (y) the actual incentive bonus paid to the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in which the Executive's employment is terminated, and shall be pro-rated for any period less than a full year. The Company will also provide the Executive with outplacement assistance through a firm of its choice at a cost not to exceed $15,000. In addition, at the sole discretion of the business or other activities for which Compensation Committee of the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction inBoard, any of the authorities, powers, functions, responsibilities or duties attached unvested options to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachpurchase Company stock may be accelerated.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate the Executive’s employment with hereunder for Good Reason by providing (1) written notice to the Surviving Entity Company, specifying in reasonable detail the condition giving rise to the Good Reason, no later than the thirtieth (30th) day following the first occurrence of that condition, and (2) the Company a period of thirty (30) days in which to remedy the condition in all material respects. The Executive’s termination of employment for Good Reason will be effective on the thirty-first (31st) calendar day following the expiration of the Company’s period to remedy, if the Company has failed to remedy the condition in all material respects. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure to elect or reelect or otherwise to maintain the Executive a material reduction in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Executive’s Base Salary (unless such reduction affects all similarly situated employees of the Executive as Company on a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlproportionate basis); (ii) Failure of a requirement that the Surviving Entity to remedy any of the following within ten Executive relocate more than fifty (1050) calendar days of written notice thereof miles from New York City, New York, “the Executive’s Principal Place of Employment,” (provided, that, a relocation shall not include: (A) the Executive’s travel for business in the course of performing the Executive’s duties for the Company or any of its Affiliates, (B) the Executive working remotely or (C) the Company or any of its Affiliates requiring the Executive to report to an office within the Executive’s Principal Place of Employment (instead of working remotely)); (i) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s title, powersreporting line, functionsduties, responsibilities authority and/or responsibilities; or (ii) a material breach by the Company of (A) any of the terms of this Agreement or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in any other material written agreement between the aggregate Company and the Executive. In the event of termination of the Executive’s Base Pay and Incentive Pay received from employment in accordance with this Section 6(e), the Surviving Entity; or (C) Executive will be entitled to all amounts the termination or denial of Executive would have been entitled to receive had the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination employment been terminated by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or Company other activities than for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement Cause pursuant to Section 12(a6(d) below; (v) The Surviving Entity or the relevant Subsidiary that employs above, provided, that, the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location signs and returns (without revoking) a timely and effective Release of work changed, to any location Claims as set forth in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachSection 6(d).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate the Executive’s employment with hereunder for Good Reason by providing (1) written notice to the Surviving Entity Company, specifying in reasonable detail the condition giving rise to the Good Reason, no later than the thirtieth (30th) calendar day following the first occurrence of that condition, and (2) the Company a period of thirty (30) calendar days in which to remedy the condition in all material respects. The Executive’s termination of employment for Good Reason will be effective on the thirty-first (31st) calendar day following the expiration of the Company’s period to remedy, if the Company has failed to remedy the condition in all material respects. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from by the Executive: (i) a material reduction in the Executive’s Base Salary (unless such reduction affects all similarly situated employees of the Company on a proportionate basis); (ii) a requirement that the Executive relocate more than fifty (50) miles from Memphis, Tennessee (the “ Executive's Principal Place of Employment”); provided, that, a relocation shall not include: (A) the Executive’s travel for business in the course of performing the Executive’s duties for the Company or any of its Affiliates, (B) the Executive working remotely or (C) the Company or any of its Affiliates requiring the Executive to report to an office within the Executive’s Principal Place of Employment (instead of working remotely); (iii) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s title, powersreporting line, functionsduties, responsibilities authority and/or responsibilities; or duties attached to (iv) a material breach by the position with Company of (A) any of the Surviving Entity that the Executive held immediately prior to the Change in Control; terms of this Agreement or (B) a reduction in any other material written agreement between the aggregate Company and the Executive. In the event of termination of the Executive’s Base Pay and Incentive Pay received from employment in accordance with this Section 5(e), the Surviving Entity; or (C) Executive will be entitled to all amounts the termination or denial of Executive would have been entitled to receive had the Executive’s rights employment been terminated by the Company other than for Cause pursuant to Employee Benefits or a reduction in the scope thereof; (iiiSection 5(d) A determination by above, provided, that, the Executive (which determination will be conclusive A) signs and binding upon the parties hereto provided it has been made returns (without revoking) a timely and effective Release of Claims as set forth in good faith Section 5(d), and (B) provides timely notice as described above in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach5(e).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate employment with hereunder for Good Reason. The following shall constitute “Good Reason” for termination by the Surviving Entity Executive: (i) the failure of the Company to pay any undisputed amount due under this Agreement; (ii) a substantial reduction in the Executive’s targeted compensation level (other than a general reduction in Base Salary, annual incentive compensation opportunities or other benefits that effects all similarly situated executives); (iii) relocation of the Executive’s workplace to a new location that is more than fifty (50) miles away from Executive’s principal work location in Wayne, NJ. Notwithstanding the foregoing, any termination by the Executive for Good Reason may only occur if the Executive provides a notice of termination for Good Reason within 45 days after Executive learns (or reasonably should have learned) about the occurrence of the event giving rise to the claim of Good Reason. Resignation by Executive shall not be deemed for “Good Reason,” upon if the occurrence basis for such Good Reason is cured within a reasonable period of one or more time (determined in light of the cure appropriate to the basis of such Good Reason), but in no event more than thirty (30) business days after the Company receives the Notice of Termination specifying the basis of such Good Reason. In the event of termination in accordance with this Section 5.5, then the Company shall pay the Executive promptly following termination and in all events within thirty (regardless 30) days thereof, Base Salary earned but unpaid through the date of whether any other reason for such termination exists or has occurredtermination. In addition and subject to the Executive’s continued compliance with the provisions of Sections 7 and 8 and the Executive’s execution (and non-revocation) of the Separation and Release Agreement, including, without limitation, other employment): the Executive shall receive (i) Failure an amount equal to elect or reelect or otherwise to maintain (1) times the Executive Base Salary at the rate in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director effect immediately prior to the Change date of Executive’s termination of employment, payable in Control; accordance with the normal Company payroll practices over the Severance Term; provided, that the aggregate amount described in this Section 5.4 shall be in lieu of notice or any other severance amounts to which the Executive may otherwise be entitled and shall be reduced by any amounts owed by the Executive to the Company or any Affiliate; (ii) Failure of the Surviving Entity to remedy any of the promptly following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have within thirty (30) days thereof, any unpaid portion of any Bonus for the fiscal year preceding the year in which such termination occurs that was earned but has not been made in good faith unless otherwise shown by paid; and (iii) at the Surviving Entity by clear times the Company pays its executives bonuses generally, but no later than two and convincing evidenceone half (2 1/2) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in months after the scope end of the business or other activities for fiscal year in which the Executive was responsible immediately prior Bonus is earned, an amount equal to that portion of any Bonus earned but unpaid during the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive fiscal year of such determination; termination (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location prorated in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachaccordance with Company policies).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate the employment with hereunder for Good Reason, whether preceding or following a Change in Control, by providing notice to the Surviving Entity Company of the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. For purposes of this Agreement, “Good Reason,” upon shall mean the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): the Employee’s consent: (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity Company; (ii) a material diminution of the Executive’s title from that of EVP of Global Sales and Marketing or a material adverse change in the Executive’s significant duties, authority or responsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any successor thereto reduction in (except to the extent all executives receive a proportional decrease) or failure to pay the Base Salary; or (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the assigned Location without her consent in accordance with this Agreement. To the extent a Change of Control (as defined in Section 12) has not occurred, in the event of termination in accordance with this Section 4(e), and provided that the Executive satisfies the conditions set forth in Section 4(g) hereof, then, in addition to Final Compensation (which is not remedied the Company shall pay as a lump sum no later than March 15th of the year following the Termination Year), the Company shall provide the Executive the same opportunity (utilizing the same time and form of payment) to earn Non-Change of Control Post-Employment Compensation as she would have received had the employment been terminated by the Surviving Entity Company other than for Cause under Section 4(d) hereof and received Non-Change of Control Post-Employment Compensation. In addition, in the event termination of Executive’s employment is within ten twelve (1012) calendar days after receipt months following a Change of Control, then, provided that the Executive elects to earn post-employment compensation and complies with the requirements set forth in the second sentence of Section 4(d) and in Sections 4(g), 6 and 7 hereof, the last sentence of Section 4(d)(iv) shall apply and the Company shall provide the Executive the same opportunity to earn Change of Control Post-Employment Compensation as she would have received had her employment been terminated by the Surviving Entity Company other than for Cause under Section 4(d) hereof and she received Change of written notice from the Executive of such breachControl Post-Employment Compensation.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment may be terminated by the Executive may terminate employment with by written notice of his resignation delivered within sixty (60) days after the Surviving Entity for occurrence of any of the following events, each of which shall constitute “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):resignation: (i) Failure to elect or reelect or otherwise to maintain the Executive a material reduction in the office Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all employees of the Company or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control;Bank); and (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination requirement by the Executive (which determination will be conclusive and binding upon Company or the parties hereto provided it has been made in good faith and in all events will be presumed Bank to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused relocate the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation location that is not remedied within ten greater than fifty (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (2550) miles from the location thereof immediately prior to of the Change office in Control, or requires which the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or performs his duties hereunder at least twenty percent the time of such relocation without the consent of the Executive. The Executive shall give the Company and the Bank written notice of his intention to resign for Good Reason (20%stating the reason therefor) more within sixty (60) days following the occurrence of one of the events described in Section 8(f)(i) or (ii) above and the Company and the Bank shall have sixty (60) days thereafter to cure the situation giving rise to such claim of Good Reason, in which event the Executive no longer shall have the right to resign for Good Reason. If the Executive resigns for Good Reason as defined in this Section 8(f), the Executive shall be entitled to receive on the 60th day following his Date of Termination unless the Company or the Bank is prohibited from paying such amounts to the Executive under applicable state or federal banking regulations: (i) all Base Salary and benefits due to the Executive under this Agreement through the Date of Termination; and (ii) subject to continued compliance by the Executive with the provisions of Section 12 of this Agreement, an amount equal to the portion of Executive’s Base Salary that would have been payable to the Executive for the ninety (90) day-period following the Date of Termination payable in equal installments following such 60-day period in accordance with the Company’s and the Bank’s normal payroll process. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives held by the Executive as of the Date of Termination shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of aggregate days in any calendar year the stock option agreements, restricted stock agreements or in any calendar quarter when annualized for purposes of comparison other award agreements to any prior year) than was required of which the Company and the Executive in any are parties on the Date of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of Termination. Notwithstanding the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from if the Executive fails to execute, or timely revokes, a Release in favor of such breachthe Released Parties, then the Executive shall forfeit his right to receive any payment under Section 8(f)(i) or (ii) above.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate her employment with hereunder for Good Reason (A) by providing notice to the Surviving Entity for “Company specifying in reasonable detail the condition giving rise to the Good Reason,” upon Reason no later than thirty (30) days following the date Executive first becomes aware of the occurrence of one that condition, or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or case of a substantially equivalent or better office or position, series of or with the Surviving Entity, which the Executive held immediately prior to events resulting in a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powersauthority or responsibilities, functionsthirty (30) days following the date Executive first becomes aware of the last such event; provided, responsibilities however, that in order to claim that an event, taken together with another event or duties attached to the position with the Surviving Entity that events, constitutes Good Reason hereunder the Executive held immediately prior must have given notice to a member of the Change in ControlBoard of such event at the time she first becomes aware of its occurrence; (B) by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice and (C) by terminating her employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, occurring without the Executive’s consent, shall constitute “Good Reason” for termination by the Executive: (i) material diminution in the nature or scope of the Executive’s duties, authority or responsibilities including without limitation loss of membership on the Board or the KHI Board; provided, however, that the following shall not constitute Good Reason: (A) the Executive’s no longer serving as Chair of the Board or the KHI Board; (B) the Executive's ceasing to be a member of the Board or the KHI Board as a result of a merger of the Company into KHI or a merger of KHI into the Company or any other similar transaction, so long as the Executive remains on the board of directors of the surviving entity, or (C) any sale or transfer of equity or assets of the Company or an Affiliate so long as the Executive remains Chief Executive Officer of the Company (or any successor to the Company) following such transaction, provided that a sale or other transfer, in one or a series of related transactions, of a majority of the assets of the Company other than to an entity controlled by the Company shall constitute Good Reason, but only if the conditions set forth above in this subsection (i) are also satisfied; (ii) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; Salary or (CTarget Bonus as set forth in Section 4(b) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofhereof; (iii) the Company requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Company’s principal executive offices in Tampa, Florida as of the effective date of this Agreement; or (iv) a material breach by the Company or KHI of its obligations under this Agreement or the Retention Bonus Agreement (as defined herein). A determination termination of employment by the Executive (which determination will under this Section 5(e) shall be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown treated as a termination by the Surviving Entity by clear and convincing evidenceCompany other than for Cause under Section 5(d) above; provided that a change the Executive satisfies all conditions to such entitlement as set forth in circumstances has occurred following a Change in ControlSection 5(d), including, without limitation, a change in the scope signing of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any an effective Release of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachClaims.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by the Executive may terminate employment with by written notice of his resignation (“Notice of Resignation”) delivered to the Surviving Entity for Company within thirty (30) days of the occurrence of any of the following (each of which will constitute “Good Reason,” upon for resignation): (1) a material reduction by the occurrence of one Company in the Executive’s title or more of position, or a material reduction by the following events Company in the Executive’s authority, duties or responsibilities (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain Executive no longer serving as the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Chief Financial Officer of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the ExecutiveCompany’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred ultimate parent entity following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of), or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held assignment by the Executive immediately prior Company to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of any duties or responsibilities that are materially inconsistent with such determination; title, position, authority, duties or responsibilities, (iv2) The liquidationa reduction in Base Salary; (3) subject to the terms of Section 5(d) above, dissolution, merger, consolidation or reorganization forced relocation of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal primary work location of work changed, to any location in excess of twenty-five greater than thirty (2530) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the ExecutiveCompany’s office in the course of discharging the Executive’s responsibilities Foster City, California; or duties hereunder at least twenty percent (20%4) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or Company (collectively, a “Good Reason Event”); provided, that, if any successor thereto which Good Reason Event is not remedied curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of his Notice of Resignation, which such breachNotice of Resignation will specifically identify the Good Reason Event which the Executive believes has occurred. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. If the Company fails to cure the Good Reason Event within the thirty (30) day cure period, then the Executive must terminate employment within thirty (30) days thereafter. If the Executive does not terminate employment during such thirty (30) day period, then the Executive will be deemed to have waived his right to terminate employment based upon such Good Reason Event and will not receive any payments under this Section 10(f). If the Executive resigns for Good Reason pursuant to this Section 10(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to 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 one hundred percent (100%) of the Executive’s 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 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 resigns for Good Reason pursuant to this Section 10(f), notwithstanding anything contained in any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units: (x) 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 (y) the number of 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 received payment had the Executive remained employed. 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.

By the Executive for Good Reason. During the Severance Period, the (i) The Executive may terminate his employment with hereunder for Good Reason by providing notice to the Surviving Entity Company of the condition giving rise to the Good Reason no later than sixty (60) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. (ii) For purposes of this Agreement, “Good Reason,” upon shall mean, without the Executive’s consent, the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executiveevents: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto Company which breach is not remedied by the Surviving Entity cured within ten thirty (1030) calendar days after receipt by the Surviving Entity of following written notice from thereof to the Executive Company of such breach; (B) a material diminution of the Executive’s title as Chief Marketing Officer of the Company or of any of the Executive’s significant duties, authority or responsibilities; (C) any reduction in or failure to pay the Base Salary or Annual Bonus (if earned) other than a general reduction in Base Salary that affects all similarly situated Executives in substantially the same proportion; and/or (D) a significant reduction in the Executive benefits provided to the Executive other than in connection with an across-the-board reduction similarly affecting substantially all senior executives of the Company. Notwithstanding the foregoing, during the first twelve months of the Executive’s employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend the Executive from performing the Executive’s duties hereunder for a period not to exceed 90 days, and in no event shall such suspension constitute an event pursuant to which the Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension. For purposes of clarity, a non-renewal of Executive’s term hereof will not be considered a termination for “Good Reason” hereunder and Executive will not have the right to any severance in such event.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate her employment with hereunder for Good Reason by (A) providing written notice to the Surviving Entity Company specifying in reasonable detail the condition giving rise to the Good Reason no later than the thirtieth (30th) day following the occurrence of that condition, and (B) providing the Company a period of thirty (30) days to remedy the condition, if such condition may be remedied. The Executive’s termination of employment for Good Reason will be effective on the thirty first (31st) calendar day following the expiration of the period to remedy if the Company has failed to remedy the condition or on the date of such notice of Good Reason if the condition may not be remedied. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure to elect or reelect or otherwise to maintain the Executive a change in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in ControlExecutive’s title; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powersauthority and/or responsibilities, functions, responsibilities or duties attached the Executive no longer reports directly to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofBoard; (iii) A determination by a requirement that the Executive relocate to a location more than fifty (which determination will be conclusive and binding upon 50) miles from the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which location where the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationthen providing services; (iv) The liquidationa reduction in Base Salary or bonus opportunity, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwiseas set forth in Section 4(a) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) belowhereof; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required removal of the Executive in any of from the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consentBoard; or (vi) Without limiting the generality or effect of the foregoing, any material breach of any of the terms of this Agreement or any other written agreement between the Company and the Executive. In the event of termination of the Executive’s employment in accordance with this Section 5(e), the Executive will be entitled to all amounts she would have been entitled to receive had her employment been terminated by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10Company other than for Cause pursuant to Section 5(d) calendar days after receipt by the Surviving Entity of written notice from above, provided that the Executive signs and returns (without revoking) a timely and effective Release of such breachClaims as set forth in Section 5(d).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate the Executive’s employment with hereunder for Good Reason by providing (1) written notice to the Surviving Entity Company, specifying in reasonable detail the condition giving rise to the Good Reason, no later than the thirtieth (30th) day following the first occurrence of that condition, and (2) the Company a period of thirty (30) days in which to remedy the condition in all material respects. The Executive’s termination of employment for Good Reason will be effective on the thirty-first (31st) calendar day following the expiration of the Company’s period to remedy, if the Company has failed to remedy the condition in all material respects. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure to elect or reelect or otherwise to maintain the Executive a material reduction in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Executive’s Base Salary (unless such reduction affects all similarly situated employees of the Executive as Company on a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control;proportionate basis); ​ ​ (ii) Failure of a requirement that the Surviving Entity to remedy any of the following within ten Executive relocate more than fifty (1050) calendar days of written notice thereof miles from the Executivelocation where the Executive is providing services. For the sake of clarity, a relocation shall not include: (A) the Executive’s reasonable and necessary business travel in the course of performing the Executive’s duties for the Company or any of its Affiliates, or (B) the Executive working remotely in another location for any given period of time provided, that, the Executive otherwise remains available during business hours and fulfills all of the Executive’s duties and obligations hereunder; (iii) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powers, functions, responsibilities authority and/or responsibilities; or (iv) a material breach by the Company of (A) any of the terms of this Agreement or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in any other material written agreement between the aggregate Company and the Executive. In the event of termination of the Executive’s Base Pay and Incentive Pay received from employment in accordance with this Section 5(e), the Surviving Entity; or (C) Executive will be entitled to all amounts the termination or denial of Executive would have been entitled to receive had the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination employment been terminated by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or Company other activities than for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement Cause pursuant to Section 12(a5(d) below; (v) The Surviving Entity or the relevant Subsidiary that employs above, provided, that, the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location signs and returns (without revoking) a timely and effective Release of work changed, to any location Claims as set forth in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachSection 5(d).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate her employment with hereunder for Good Reason, upon notice to the Surviving Entity for Companies setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): Executive: (i) Failure failure of either Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the President and Chief Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; Officer; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or and scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s responsibilities, duties or authority; (iii) material failure of the Companies to provide the Executive with the Base Pay Salary and Incentive Pay received from Equity Awards, as well as the Surviving Entitybenefits (including fringe benefits sponsored by the Companies) in accordance with the terms hereof; or (Civ) without the termination or denial Executive’s written consent, relocation of the Executive’s rights office to Employee Benefits or an area outside a reduction fifty (50) mile radius of the Companies’ current headquarters; provided that any event described in the scope thereof; (iiii) A determination by through (iv) shall not constitute Good Reason unless the Executive delivers to the Companies a written notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason, and within thirty (30) days following delivery of such notice, the Company or Companies, as applicable, have failed to cure the circumstances giving rise to Good Reason. In the event of termination in accordance with this Subsection 5.5, the Companies shall pay the Executive the amounts specified in Subsection 5.4. As a condition to severance pay, the Executive shall execute (and not revoke) a release of claims in a form reasonably satisfactory to the Companies (which determination will release shall be conclusive provided to the Executive within five (5) days following her separation from service and binding upon must be returned to the parties hereto provided it has been made in good faith Companies (and not revoked) within forty-five (45) days following her separation from service. If the Executive fails or otherwise refuses to execute and not revoke a release of claims within forty-five (45) days following her separation from service, and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Controldate on which such severance pay is to be paid to her, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is shall not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, be entitled to any location in excess payments under Subsection 5.5 other than Base Salary and Equity Awards earned but unpaid through the date of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach.termination. /s/ HMG /s/ KK HMG KK

By the Executive for Good Reason. During At the Severance Periodelection of the Executive, for Good Reason (as defined below), provided that the Executive may terminate employment with Company shall have thirty (30) days to cure in all material respects such Good Reason event(s) following the Surviving Entity for Company’s receipt of the Executive’s written notice of such Good Reason event(s). For the purposes of this Section 4.3, “Good Reason,” upon for the Executive to terminate this employment hereunder shall mean the occurrence of one or more any of the following events without the Executive’s consent (regardless of whether any other reason for unless such termination exists or has occurred, including, without limitation, other employment): action is taken in response to conduct by the Executive that constitutes Cause): (i) Failure to elect or reelect or otherwise to maintain a material reduction by the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay annual base salary as initially set forth herein or as the same may be increased from time to time, provided, however, that if such reduction occurs in connection with a Company-wide decrease in executive team compensation and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a then in no greater proportion than any such reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior is applicable to the Change in Controlexecutive team, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer such reduction shall not constitute Good Reason; (ii) a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied Company; (iii) after the relocation by the Surviving Entity within ten Executive to the Boston, MA region following the commencement of his employment, the subsequent relocation of the Executive’s principal place of employment, without the Executive’s consent, in a manner that lengthens Executive’s one-way commute distance by 50 or more miles from the Executive’s then-current principal place of employment immediately prior to such relocation; or (10iv) calendar days after receipt a material reduction in the Executive’s duties, authority, or responsibilities relative to thee Executive’s duties, authority, or responsibilities in effect immediately prior to such reduction unless the Executive is performing duties and responsibilities for the Company or its successor that are similar to those the Executive was performing for the Company immediately prior to such transaction (for example, if the Company becomes a division or unit of a larger entity and the Executive is performing duties for such division or unit that are similar to those the Executive was performing prior to such transaction but under a different title as the Executive had prior to such transaction, there will be no “Good Reason”); provided, however that, any such termination by the Surviving Entity of Executive shall only be deemed for Good Reason pursuant to this definition if: (1) the Executive gives the Company written notice from of its intent to terminate for Good Reason within ninety (90) days following the occurrence of the condition(s) that the Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and (3) the Executive voluntarily terminates his employment within thirty (30) days following the end of the Cure Period. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 4.3 if the Executive does not provide written notice to the Company of such breachGood Reason event(s) within ninety (90) days from first occurrence of such Good Reason event(s) and (B) to the extent the Company has not cured such Good Reason event(s) during the Cure Period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred and fifty (150) days following the occurrence of such Good Reason event(s) by providing the Company thirty (30) days prior written notice of termination, which may run concurrently with the Company’s cure period.1.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with the Surviving Entity hereunder for “Good Reason,” , upon written notice to the occurrence Company setting forth in reasonable detail the nature of one or more of such Good Reason. The following shall constitute Good Reason for termination by the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or position of Board Member, Executive Chairman of the position, or a substantially equivalent or better office or position, Board of or with the Surviving Entity, which the Executive held immediately prior to a Change in ControlCompany, or the removal from the Executive and/or the assignment to any other person of any of the Executive as a Surviving Entity Director (duties, responsibilities or any successor thereto) if functions customarily performed by the Executive shall have been a Company Director immediately prior to Chairman of the Change Board of the Company, and such failure, removal or assignment continues for thirty (30) days after written notice thereof by the Executive specifying in Controlreasonable detail the nature of such failure; (ii) Failure of the Surviving Entity Company to remedy provide the Executive the Base Salary, Bonus or any other benefits in accordance with the terms of the following within Section 4 hereof and such failure remains uncured for ten (10) calendar days of following written notice thereof from by the Executive: (A) a significant adverse change Executive specifying in reasonable detail the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofsuch failure; (iii) A determination Any requirement by the Company or an Affiliate that the Executive relocate to, or perform any of his duties hereunder at, any location that is more than fifty (which determination 50) miles from the office that the Company maintains on the date of this Agreement in Farmers Branch, Texas; provided, however, that reasonable and customary business travel, and the expectation that the Executive will be conclusive and binding upon perform certain functions in other offices of the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change Company in the scope ordinary course of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer consistent with past practices shall not be deemed a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten required relocation under this paragraph (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationiii); (iv) The liquidation, dissolution, merger, consolidation or reorganization A Change of Control of the Surviving Entity Company. For purposes of this Agreement, a “Change of Control,” shall mean the earliest of approval by the Board, the establishment of a record date for purposes of determining the stockholders entitled to vote upon a proposal relating to, or any of its Subsidiaries that employs the Executive or transfer consummation of: (i) the sale of all or substantially all the assets of its business and/or assets, unless the successor Company; (ii) an acquisition of the Company by one or successors more persons or entities by means of any transaction or series of related transactions (by liquidation, merger, consolidation, including any reorganization, merger or consolidation) where the voting securities of the Company outstanding immediately preceding such transaction or the voting securities into or for which such outstanding voting securities are, or are proposed to be, converted or exchanged represent, or are proposed to represent, less than 50% of the voting securities of the corporation or surviving entity, as the case may be, following such transaction; or (iii) a transaction or series of related transactions resulting in, or that are proposed to result in, the issuance or transfer or otherwise) of shares of capital stock of the Company representing more than 50% of the voting securities of the Company. In the event of termination in accordance with this Section 5(e), in addition to which all or substantially all of its business and/or assets the Final Compensation, the Executive will be entitled to receive the Final Bonus and Severance Payment he would have been transferred (directly entitled to receive had the Executive been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement, including without limitation the signing of an effective Release; and further provided that if benefits are payable to the Executive under a separate severance agreement or by operation an executive severance plan as a result of law) assumed all duties and obligations such termination, the amount payable under such agreement or plan shall be offset against the amount of the Surviving Entity Severance Payment under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachparagraph.

By the Executive for Good Reason. During the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by the Executive may terminate employment with by written notice of his resignation (“Notice of Resignation”) delivered to the Surviving Entity for Company within thirty (30) days of the occurrence of any of the following (each of which will constitute “Good Reason,” upon for resignation): (1) a material reduction by the occurrence of one Company in the Executive’s title or more of position, or a material reduction by the following events Company in the Executive’s authority, duties or responsibilities (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect Executive no longer serving on the Company’s board of directors or reelect or otherwise to maintain if he is not the Chief Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Officer of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the ExecutiveCompany’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred ultimate parent entity following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of), or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held assignment by the Executive immediately prior Company to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of any duties or responsibilities that are materially inconsistent with such determination; title, position, authority, duties or responsibilities, (iv2) The liquidation, dissolution, merger, consolidation a reduction in Base Salary; or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or Company (collectively, a “Good Reason Event”); provided, that, if any successor thereto which Good Reason Event is not remedied curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of his Notice of Resignation, which such breachNotice of Resignation will specifically identify the Good Reason Event which the Executive believes has occurred. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. If the Company fails to cure the Good Reason Event within the thirty (30) day cure period, then the Executive must terminate employment within thirty (30) days thereafter. If the Executive does not terminate employment during such thirty (30) day period, then the Executive will be deemed to have waived his right to terminate employment based upon such Good Reason Event and will not receive any payments under this Section 9(f). If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to 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 Executive’s 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 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 resigns for Good Reason pursuant to this Section 9(f), notwithstanding anything contained in any equity plan or grant documents, the Executive shall also receive solely with respect to Performance Units: (x) 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 (y) the number of 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 received payment had the Executive remained employed. 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. 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 employment termination program offered to a group or class of employees, as defined under the Older Worker Benefit Protection Act, 29 U.S.C. Section 626, the Severance Delay Period shall mean the period beginning on the Date of Termination and ending on the sixtieth day thereafter.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate the Executive’s employment with hereunder for Good Reason by providing (1) written notice to the Surviving Entity Company, specifying in reasonable detail the condition giving rise to the Good Reason, no later than the thirtieth (30th) day following the first occurrence of that condition, and (2) the Company a period of thirty (30) days in which to remedy the condition in all material respects. The Executive’s termination of employment for Good Reason will be effective on the thirty-first (31st) calendar day following the expiration of the Company’s period to remedy, if the Company has failed to remedy the condition in all material respects. The following, if occurring without the Executive’s written consent, shall constitute “Good Reason,” upon for termination by the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):Executive: (i) Failure to elect or reelect or otherwise to maintain the Executive a material reduction in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal Executive’s Base Salary (unless such reduction affects all similarly situated employees of the Executive as Company on a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlproportionate basis); (ii) Failure a requirement that the Executive relocate to a location more than fifty (50) miles from Simsbury, Connecticut where the Executive is providing services (provided, that, a relocation shall not include the Executive’s travel for business in the course of performing the Surviving Entity to remedy Executive’s duties for the Company or any of the following within ten its Affiliates); (10) calendar days of written notice thereof from the Executive: (Aiii) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powersauthority and/or responsibilities, functionswhich for the sake of clarity, responsibilities does not include a change of reporting structure; or duties attached to ​ (iv) a material breach by the position with Company of (A) any of the Surviving Entity that the Executive held immediately prior to the Change in Control; terms of this Agreement or (B) a reduction in any other material written agreement between the aggregate Company and the Executive. In the event of termination of the Executive’s Base Pay and Incentive Pay received from employment in accordance with this Section 5(e), the Surviving Entity; or (C) Executive will be entitled to all amounts the termination or denial of Executive would have been entitled to receive had the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination employment been terminated by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or Company other activities than for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement Cause pursuant to Section 12(a5(d) below; (v) The Surviving Entity or the relevant Subsidiary that employs above, provided, that, the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location signs and returns (without revoking) a timely and effective Release of work changed, to any location Claims as set forth in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachSection 5(d).

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate Executive's employment with the Surviving Entity hereunder for “Good Reason,” , upon notice to the occurrence Board setting forth in reasonable detail the nature of one or more of such Good Reason. The following shall constitute "Good Reason" for termination by the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): Executive: (i) Failure failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; Vice President - Chief Financial Officer; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authorities, powers, functions, Executive's responsibilities or duties attached duties; provided, however, the Company's failure to continue the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate Executive's appointment or election as an officer or director of any of its Affiliates and any diminution of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; nature or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity Company or any of its Subsidiaries that employs the Executive Affiliates or any sale or transfer of all the equity, property or substantially all other assets of the Company or any of its business and/or assets, unless the successor or successors Affiliates shall not constitute "Good Reason"; (by liquidation, merger, consolidation, reorganization, transfer or otherwiseiii) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations material failure of the Surviving Entity under this Agreement pursuant Company to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs provide the Executive relocates its principal executive offices, compensation and benefits in accordance with the terms of Section 4 hereof; or requires the Executive to have (iv) relocation of the Executive’s principal location of work changed, to any location in excess of twenty-five 's primary office more than thirty (2530) miles from the its then-current location thereof immediately prior to the Change in Control, or requires the Executive to travel away from without the Executive’s office 's consent; provided, however, with respect to termination in accordance with clause (ii) or (iii) hereof, such diminution in the course nature or scope of discharging the Executive’s 's responsibilities or duties hereunder at least or failure of the Company to provide the Executive compensation and benefits in accordance with the terms of Section 4 hereof has remained uncured after twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written business days' notice from the Executive specifying in reasonable detail the nature of such breachdiminution or failure. In the event of termination in accordance with this Section 5(e), in addition to Final Compensation and Final Bonus Compensation, the Executive will be entitled to the Severance Benefits the Executive would have been entitled to receive had the Executive's employment been terminated by the Company other than for Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement, including without limitation the signing of an effective Employee Release and meeting the Executive's obligations under Section 6(c) hereof. It is agreed and understood that "Good Reason" shall cease to exist for an event on the sixtieth (60th) day following the date the Executive first knew or reasonably should have known of its occurrence, unless the Executive has given notice thereof to the Company prior to such date.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with during the Surviving Entity Employment Period for “Good Reason (as herein defined). For purposes of this Agreement, "Good Reason,” upon " shall mean the occurrence without the written consent of the Executive of any one or more of the following events acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive denied in the office or event of clause (xi) below) by the position, or a substantially equivalent or better office or position, Company within 30 days after the Company receives the Notice of or with the Surviving Entity, which the Executive held immediately prior to a Change Termination (as hereinafter defined) given in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executiverespect thereof: (A) a significant an adverse change in the nature or scope of the authoritiesExecutive's title, powersauthority, functionsduties, responsibilities or duties attached to the position with the Surviving Entity reporting lines as specified in Section 2(a) and 2(b) of this Agreement; provided, however, that the inability of the Executive held immediately prior to serve as Chairman of the Change Board pursuant to Section 2(a) or the appointment of a Chief Operating Officer or other executive officer pursuant to Section 2(b) shall not constitute Good Reason; a reduction by the Company in Control; (A) the Executive's Annual Base Salary as in effect on the date hereof or as the same may be increased from time to time or (B) a reduction the Executive's aggregate annualized compensation and benefits opportunities, except, in the aggregate case of both (A) and (B), for across-the-board reductions similarly affecting all executive officers (both of the Executive’s Base Pay Company and Incentive Pay received from the Surviving Entity; or of any Person (Cas hereinafter defined) the termination or denial then in control of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iiiCompany) A determination whose compensation is directly determined by the Executive compensation committee of the Board (which determination will be conclusive and binding upon the parties hereto compensation committee of the board of directors of any Person (as hereinafter defined) then in control of the Company); provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by that, the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred exception for across-the-board reductions shall not apply following a Change in Control, including, without limitation, Control (as hereinafter defined); the relocation of the Executive's principal place of employment to a change location away from the Company's headquarters or a relocation of the Company's headquarters to a location further away which is both further away from Executive's residence and more than thirty (30) miles from such headquarters or a substantial increase in the scope Executive's business travel obligations outside of the Southern California area as of the Effective Date other than any such increase that (A) arises in connection with extraordinary business or other activities for which of the Company and (B) is understood not to be part of the Executive's regular duties with the Company; the failure by the Company to pay to the Executive was responsible immediately prior any portion of the Executive's current compensation and benefits or to pay to the Change in Control, which has rendered Executive any portion of an installment of deferred compensation under any deferred compensation program of the Executive substantially unable Company within thirty (30) days of the date such compensation is due; the failure by the shareholders to carry out, has substantially hindered the Executive’s performance of, or has caused elect the Executive to suffer a substantial reduction in, any the Board during the Employment Period; the failure by the Board to elect the Executive to the positions of Chairman of the authoritiesBoard, powersPresident and Chief Executive Officer during the Employment Period; provided, functionshowever, responsibilities or duties attached that the failure by the Board to elect the Executive to the position held by of Chairman of the Board during the Employment Period as a result of the inability of the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization serve as Chairman of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement Board pursuant to Section 12(a2(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have shall not constitute Good Reason; any purported termination of the Executive’s principal location 's employment that is not effected pursuant to a Notice of work changed, to any location in excess Termination satisfying the requirements of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized Section 4(f); for purposes of comparison this Agreement, no such purported termination shall be effective; the failure by the Company to obtain a satisfactory agreement from any prior year) than was required successor of the Executive Company requiring such successor to assume and agree to perform the Company's obligations under this Agreement, as contemplated in any of Section 12; the three (3) full years immediately prior failure by the Company to provide the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach indemnification and D&O insurance protection Section 7 of this Agreement requires it to provide; the failure by the Surviving Entity Company to comply with any material provision of this Agreement; or any successor thereto which is not remedied by the Surviving Entity within ten announcement of the Company's intent to take one of the actions or omissions to act, as applicable, described in clauses (10i) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachthrough (x) above.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason,” upon shall mean, without the Executive’s consent, the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): events: (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto Company which is not remedied by the Surviving Entity cured, if curable, within ten twenty (1020) calendar days after receipt by the Surviving Entity of written notice from to the Company specifying in reasonable detail the nature of such breach; (ii) a material diminution of any of the Executive’s significant duties or the assignment to the Executive of material duties inconsistent with his position or the material impairment of the Executive’s ability to function in his position, in each case only after the Company shall have had an opportunity and failed to cure (any cure to be effected within twenty (20) days after written notice to the Company by the Executive specifying in reasonable detail the nature of such breachGood Reason); (iii) any reduction in or failure to pay the Base Salary or any failure to pay any Annual Bonus to which the Executive is entitled hereunder or any failure to provide benefits in accordance with this Agreement, in each case only after the Company has been given an opportunity, and has failed, to cure any such event within twenty (20) days following the Executive’s written notice to the Company specifying in reasonable detail the nature of the reduction or failure; (iv) any relocation of the Executive’s primary worksite to a site that is more than thirty-five (35) miles from the Van Nuys Location; or (v) subjection of the Executive to a working environment sufficiently hostile or otherwise adverse as to satisfy the general legal standard for a constructive discharge, provided that the Executive provides the Company written notice specifying in reasonable detail the circumstances rendering the working environment hostile or otherwise adverse and the Company fails within twenty (20) days of that notice to take remedial action to mitigate those circumstances. For the avoidance of doubt, neither an assignment of the Executive to serve as a director or officer of one or more of the Company’s Affiliates nor any termination of such service shall constitute Good Reason for termination. In the event of termination in accordance with this Section 5(e), and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Company shall provide the Executive the same payments he would have received under clauses (i), (ii), (iii) and (iv) of Section 5(d) had his employment been terminated by the Company other than for Cause. Any equity in the LLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable. The Executive’s rights with respect to indemnification shall be in accordance with Section 12 hereof.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate her employment with hereunder for Good Reason (A) by providing notice to the Surviving Entity for “Company specifying in reasonable detail the condition giving rise to the Good Reason,” upon Reason no later than thirty (30) days following the date Executive first becomes aware of the occurrence of one that condition, or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or case of a substantially equivalent or better office or position, series of or with the Surviving Entity, which the Executive held immediately prior to events resulting in a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change material diminution in the nature or scope of the authoritiesExecutive’s duties, powersauthority or responsibilities, functionsthirty (30) days following the date Executive first becomes aware of the last such event; provided, responsibilities however, that in order to claim that an event, taken together with another event or duties attached to the position with the Surviving Entity that events, constitutes Good Reason hereunder the Executive held immediately prior must have given notice to a member of the Change in ControlBoard of such event at the time she first becomes aware of its occurrence; (B) by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice and (C) by terminating her employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, occurring without the Executive’s consent, shall constitute “Good Reason” for termination by the Executive: (i) material diminution in the nature or scope of the Executive’s duties, authority or responsibilities including without limitation loss of membership on the Board or the KHI Board; provided, however, that the following shall not constitute Good Reason: (A) the Executive’s no longer serving as Chair of the Board or the KHI Board; (B) the Executive’s ceasing to be a member of the Board or the KHI Board as a result of a merger of the Company into KHI or a merger of KHI into the Company or any other similar transaction, so long as the Executive remains on the board of directors of the surviving entity, or (C) any sale or transfer of equity or assets of the Company or an Affiliate so long as the Executive remains Chief Executive Officer of the Company (or any successor to the Company) following such transaction, provided that a sale or other transfer, in one or a series of related transactions, of a majority of the assets of the Company other than to an entity controlled by the Company shall constitute Good Reason, but only if the conditions set forth above in this subsection (i) are also satisfied; (ii) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; Salary or (CTarget Bonus as set forth in Section 4(b) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofhereof; (iii) the Company requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Company’s principal executive offices in Tampa, Florida as of the effective date of this Agreement; or (iv) a material breach by the Company or KHI of its obligations under this Agreement or the Retention Bonus Agreement (as defined herein). A determination termination of employment by the Executive (which determination will under this Section 5(e) shall be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown treated as a termination by the Surviving Entity by clear and convincing evidenceCompany other than for Cause under Section 5(d) above; provided that a change the Executive satisfies all conditions to such entitlement as set forth in circumstances has occurred following a Change in ControlSection 5(d), including, without limitation, a change in the scope signing of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any an effective Release of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breachClaims.

By the Executive for Good Reason. During At any time during the Severance PeriodTerm, the Executive may shall have the right to terminate employment with this Agreement for Good Reason. For purposes of this Agreement, the Surviving Entity Executive shall have “Good Reason” to terminate this Agreement upon any of the following: (i) a material diminution in the Executive’s Base Salary (as defined in Section 3(a) above), or (ii) a material diminution in the Executive’s title, authority, duties, or responsibilities, or (iii) a change of more than fifty (50) miles in the geographic location which Executive must perform services; or (iv) any breach by Company of the material provisions of this Agreement. Provided, however, that (A) Executive provides written notice to the Company setting forth the Good Reason condition in reasonable detail within ninety (90) days of the date on which the Good Reason condition arose and (B) the Company fails to cure such Good Reason condition within thirty (30) days after receipt of such written notice. If Executive terminates this Agreement for “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain as long as the Executive in the office or the position, or executes a substantially equivalent or better office or position, general waiver and release of or with the Surviving Entity, all claims which the Executive held immediately prior to a Change in Controlmay have against the Company, or the removal which form of the Executive as a Surviving Entity Director (or any successor thereto) if /s/ HG general waiver and release will be determined in the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure sole discretion of the Surviving Entity to remedy any of the following Company, within ten sixty (1060) calendar days of written notice thereof from such termination, then the Executive: (A) a significant adverse change in the nature or scope of the authoritiesCompany agrees that, powersas severance, functions, responsibilities or duties attached it will continue to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of pay the Executive’s Base Pay and Incentive Pay received Salary in accordance with Section 3(a) above (the “Good Reason Severance Payments”) for twelve (12) months from the Surviving Entity; or date of the notice of termination. In addition, Executive will be entitled to receive the Target Bonus Executive would have been eligible to receive for the fiscal year, prorated based on the date of the notice of termination, and payable in the Company’s first payroll cycle after the date of termination (C) the termination or denial “Good Reason Prorated Target Bonus”). Executive’s health, dental and vision coverage shall also continue during the period in which Severance Payments are being made. Subject to Executive’s copayment of premium amounts at the applicable employees’ rate, and the Executive’s rights proper election to Employee Benefits receive benefits under COBRA, the Company shall be responsible for the monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive as an employee during the 12 months that the Severance Payments are being made. Other than the Good Reason Severance Payments and the Good Reason Prorated Target Bonus, and any other benefits set forth herein or a reduction under the Company’s stock option or restricted stock agreements, the Company shall have no further obligation to the Executive after the date of such termination; provided, however, that the Executive shall only be entitled to continuation of the Good Reason Severance Payments as long as Executive is in compliance with the scope thereof; provisions of the Confidentiality, Non-Solicitation & Non-Compete Agreement, which is part of this Agreement. Subject to compliance with the vesting provisions of any unvested portion of the Buyout Equity Award set forth in Section 3(d), if termination with Good Reason shall occur at any time, then the pro rata portion of any unvested time-base equity or performance-based equity (iiiassuming that the target threshold associated with such performance-based equity has been met as of the date of such termination) A determination up until the date of notice of termination that are due to vest in twelve (12) month period following the date of termination shall vest Any remaining unvested time-based performance-based equity shall terminate unless determined otherwise by the Executive (Compensation Committee in accordance with the terms of the Company’s Plan, other than the Buyout Equity Award which determination will be conclusive and binding upon the parties hereto provided it has been made shall vest in good faith and full in all events will be presumed accordance with Section 3(d) above, or equity that is otherwise required to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following remain during a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) Control Period as defined below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach. .

By the Executive for Good Reason. During the Severance Period, The Executive’s employment pursuant to this Agreement may be terminated by the Executive may terminate employment with by written notice of his resignation (“Notice of Resignation”) delivered to the Surviving Entity for Company within ninety (90) days of any of the following (each of which will constitute “Good Reason,” upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): resignation): (i) Failure to elect or reelect or otherwise to maintain a reduction by the Executive Company in the office Executive’s title or the position, or a substantially equivalent material reduction by the Company in the Executive’s authority, duties or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Controlresponsibilities, or the removal of assignment by the Company to the Executive as a Surviving Entity Director (of any duties or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executive: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving EntitySalary; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied Company; provided, that the Company will be allowed to cure such breach within thirty (30) days of delivery to the Company by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of written demand for performance, which such breach.written demand will specifically identify the manner in which the Executive believes the Company has breached this Agreement; or (iv) the Company’s requiring the Executive to relocate his office location more than fifty (50) miles from his initial office location in Little Rock, Arkansas. For avoidance of doubt, “Good Reason” will exclude the death or Disability of the Executive. If the Executive resigns for Good Reason pursuant to this Section 9(f), the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any Fiscal Year ending before the Date of Termination (and 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 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 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 resigns for Good Reason pursuant to this Section 9(f), 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

By the Executive for Good Reason. During the Severance Period, the (i) The Executive may terminate his employment with hereunder for Good Reason by providing notice to the Surviving Entity Company of the condition giving rise to the Good Reason no later than sixty (60) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. (ii) For purposes of this Agreement, “Good Reason,” upon shall mean, without the Executive’s consent, the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executiveevents: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto Company which breach is not remedied by the Surviving Entity cured within ten thirty (1030) calendar days after receipt by the Surviving Entity of following written notice from thereof to the Executive Company of such breach; (B) a material diminution of the Executive’s title as Chief Visionary Officer of the Company or of any of the Executive’s significant duties, authority or responsibilities; (C) any reduction in or failure to pay the Base Salary or Annual Bonus (if earned) other than a general reduction in Base Salary that affects all similarly situated Executives in substantially the same proportion; and/or (D) a significant reduction in the Executive benefits provided to the Executive other than in connection with an across-the-board reduction similarly affecting substantially all senior executives of the Company. Notwithstanding the foregoing, during the first twelve months of the Executive’s employment, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend the Executive from performing the Executive’s duties hereunder for a period not to exceed 90 days, and in no event shall such suspension constitute an event pursuant to which the Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension. For purposes of clarity, a non-renewal of Executive’s term hereof will not be considered a termination for “Good Reason” hereunder and Executive will not have the right to any severance in such event.

By the Executive for Good Reason. During the Severance Period, the The Executive may terminate his employment with hereunder for Good Reason, upon notice to the Surviving Entity for Company setting forth in reasonable detail the nature of such Good Reason. The following shall constitute “Good Reason,” upon ”, subject to the occurrence of one or more notice and cure periods set forth below, unless the Executive shall have consented in writing to any of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment):following: (i) Failure to elect or reelect or otherwise to maintain the Executive any reduction in the office or Executive’s Base Salary other than in connection with a general reduction in base salaries that affects all similarly situated executives in substantially the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Controlsame proportions; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from reduction in the Executive: ’s Target Bonus or Maximum Annual Bonus opportunity (A) other than solely as a significant adverse change in the nature or scope result of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofSalary); (iii) A determination any failure by the Company to nominate the Executive (which determination will be conclusive for re-election to the Board and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to use its best efforts to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that Executive re-elected (other than as a change in circumstances has occurred following result of a Change in Controlof Control Event, includingwhich shall be governed by this Section 5(f)(v)), without limitation, a or any change in the scope Executive’s title as President of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determinationCompany; (iv) The liquidationany diminution in the Executive’s responsibilities or authority within the Company, dissolutionor any alteration in the nature or status of Executive’s position, mergertitle or responsibilities or the conditions of Executive’s employment, consolidation or reorganization including the requirement for the Executive to report to any person(s) other than the Board, in any case without his prior written consent, other than any of the Surviving Entity or any foregoing that occurs as a result of its Subsidiaries that employs the Executive or transfer a Change of all or substantially all of its business and/or assets, unless the successor or successors Control Event (which shall be governed by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below5(f)(v)); (v) The Surviving Entity or in the relevant Subsidiary that employs event of a Change of Control Event, any failure by the acquirer to (a) make an offer of employment to the Executive relocates its principal executive officesfor a base salary, or requires target bonus and maximum bonus opportunity amounts that are substantially comparable in the Executive aggregate to have the Executive’s principal location Base Salary and Annual Bonus (taking into consideration both the Target Bonus and the Maximum Annual Bonus) each as of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Controlsuch sale, or requires (b) nominate the Executive for election to travel away from the Board of the acquirer, (c) offer the Executive a position with duties, responsibilities and authority that are materially comparable to the Executive’s office in the course of discharging the Executive’s duties, responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required and authority as President of the Company (disregarding any duties, responsibilities and authority the Executive in any had as a member of the three (3Board or as an officer or director of any affiliate of the Company) full years as of immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; orsuch sale; (vi) Without limiting any failure by the generality or effect Company to comply with any material provision of this Agreement; and (vii) any requirement that the Executive relocate the principal place of his work for the Company such that his existing commute is increased by more than 50 miles. Notwithstanding the foregoing, any material breach Good Reason shall not be deemed to exist unless (x) the Executive gives the Company written notice within ninety (90) days after the Executive first has knowledge of this Agreement by the Surviving Entity occurrence of the event which the Executive believes constitutes the basis for Good Reason, specifying the particular act or any successor thereto failure to act which is not remedied by the Surviving Entity Executive believes constitutes the basis for Good Reason, (y) the Company fails to cure such act or failure to act within ten sixty (1060) calendar days after receipt of such notice and (z) the Executive terminates his employment within sixty (60) days after the end of the period specified in clause (y). In the event of termination in accordance with this Section 5(f), then the Executive will be entitled to the same payments and benefits (i.e., the Final Compensation, the Termination Compensation, the Benefit Continuation, the Prorated Bonus and acceleration of equity vesting (or termination of Company repurchase rights, as applicable)) he would have been entitled to receive had the Executive been terminated by the Surviving Entity Company other than for Cause (and not due to his death or disability) in accordance with Section 5(d) above (subject to the terms of written notice from the Executive of such breachSection 5(e) above).

By the Executive for Good Reason. During the Severance Period, the (i) The Executive may terminate his employment with hereunder for Good Reason by providing notice to the Surviving Entity Company of the condition giving rise to the Good Reason no later than sixty (60) days following the occurrence of the condition, by giving the Company thirty (30) days to remedy the condition and by terminating employment for Good Reason within thirty (30) days thereafter if the Company fails to remedy the condition. (ii) For purposes of this Agreement, “Good Reason,” upon shall mean, without the Executive’s consent, the occurrence of any one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including, without limitation, other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Surviving Entity Director (or any successor thereto) if the Executive shall have been a Company Director immediately prior to the Change in Control; (ii) Failure of the Surviving Entity to remedy any of the following within ten (10) calendar days of written notice thereof from the Executiveevents: (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereof; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity Company or any successor thereto the Parent which breach is not remedied by the Surviving Entity cured within ten thirty (1030) calendar days after receipt by the Surviving Entity of following written notice from thereof to the Executive Company of such breach; (B) a material diminution of the Executive’s title as President of the Company or of any of the Executive’s significant duties, authority or responsibilities; (C) the Board and/or the Nominating Committee fails to recommend to the Parent’s stockholders that the Executive should continue to serve as a member of the Board; (D) any reduction in or failure to pay the Base Salary or Annual Bonus (if earned) other than a general reduction in Base Salary that affects all similarly situated employees in substantially the same proportion; and/or (E) a significant reduction in the employee benefits provided to the Executive other than in connection with an across-the-board reduction similarly affecting substantially all senior executives of the Company. Notwithstanding the foregoing, during the Initial or Renewal Term, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend the Executive from performing the Executive’s duties hereunder for a period not to exceed 90 days, and in no event shall such suspension constitute an event pursuant to which the Executive may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided, that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension. For purposes of clarity, a non-renewal of Executive’s term hereof will not be considered a termination for “Good Reason” hereunder and Executive will not have the right to any severance in such event.

By the Executive for Good Reason. During The Executive may terminate his employment hereunder for Good Reason, upon written notice to the Severance PeriodCompany setting forth in reasonable detail the nature of such Good Reason. In the event of termination in accordance with this Section 5(e) during the Term, in addition to the Final Compensation, the Executive may terminate employment shall be entitled to receive the Final Bonus and Severance Payment he would have been entitled to receive had the Executive been terminated by the Company other than for Cause during the Term in accordance with Paragraph 5(d) above; provided that the Surviving Entity for “Good Reason,” upon Executive satisfies all conditions to such entitlement, including without limitation the occurrence signing of one an effective Release of Claims; and further provided that if benefits are payable to the Executive under a separate severance agreement or more an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(e). The following events (regardless of whether any other reason shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the positionposition of President, or a substantially equivalent or better office or position, of or with the Surviving Entity, which the Executive held immediately prior to a Change in ControlNetwork Infrastructure Services, or the removal from the Executive and/or the assignment to any other person the duties, of the duties, responsibilities, or functions customarily performed by the President, Network Infrastructure Services of the Company, and such failure, removal, or assignment continues for thirty (30) days after written notice thereof by the Executive specifying in reasonable detail the nature of such failure. Notwithstanding anything herein to the contrary”Good Reason” as a Surviving Entity Director (used herein does not include the Chief Executive Officer’s or any successor thereto) Board’s removal of the executive’s responsibilities related to these functions.However, if the Executive consents to a change in position, this paragraph 5(e)(i) shall have been a Company Director immediately prior to the Change in Controlnot apply; (ii) Failure of the Surviving Entity Company to remedy provide the Executive the Base Salary, Bonus or any other benefits in accordance with the terms of the Section 4 hereof and such failure remains uncured for thirty (30) days following within ten (10) calendar days of written notice thereof from by the Executive: (A) a significant adverse change Executive specifying in reasonable detail the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofsuch failure; (iii) A determination by The Executive shall perform his duties hereunder from the office that the Company maintains on the date of this Agreement in Plano, Texas; The employment will require work to be performed weekly in the Plano, TX offices on a Monday through Friday basis with the Executive The fist 12 months of employment will require work to be performed weekly in the Plano; TX offices on a Monday through Friday basis and all reasonable and customary expenses will be reimbursed to the Executive (which determination will be conclusive travel, housing, transportation, and binding upon meals) Upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitationcompletion of 12 months, a change in review and decision regarding the scope of the business or other activities for which permanent residence will occur with the Executive was responsible immediately prior to and the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Surviving Entity or any of its Subsidiaries that employs the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach.COO

By the Executive for Good Reason. During The Executive may terminate his employment hereunder for Good Reason, upon written notice to the Severance PeriodCompany setting forth in reasonable detail the nature of such Good Reason. In the event of termination in accordance with this Section 5(e) during the Term, in addition to the Final Compensation, the Executive may terminate employment shall be entitled to receive the Final Bonus and Severance Payment he would have been entitled to receive had the Executive been terminated by the Company other than for Cause during the Term in accordance with Paragraph 5(d) above; provided that the Surviving Entity for “Good Reason,” upon Executive satisfies all conditions to such entitlement, including without limitation the occurrence signing of one an effective Release of Claims (Exhibit B); and further provided that if benefits are payable to the Executive under a separate severance agreement or more an executive severance plan as a result of such termination, the amount payable under such agreement or plan shall be offset against the amount of the Severance Payment under this Section 5(e).The following events (regardless of whether any other reason shall constitute Good Reason for such termination exists or has occurred, including, without limitation, other employment):by the Executive: (i) Failure of the Company to elect or reelect or otherwise to maintain continue the Executive in the office or the position, or a substantially equivalent or better office or position, position of or with the Surviving Entity, which the Executive held immediately prior to a Change in ControlChief Operating Officer, or the removal from the Executive and/or the assignment to any other person the duties, of the duties, responsibilities or functions customarily performed by the Chief Operating Officer of the Company, and such failure, removal, or assignment continues for thirty (30) days after written notice thereof by the Executive specifying in reasonable detail the nature of such failure. Notwithstanding anything herein to the contrary "Good Reason" as a Surviving Entity Director (used herein does not include the Chief Executive Officer's or any successor thereto) Board's removal of the executive's responsibilities related to these functions. However, if the Executive consents to a change in position, this paragraph 5(e)(i) shall have been a Company Director immediately prior to the Change in Controlnot apply; (ii) Failure of the Surviving Entity Company to remedy provide the Executive the Base Salary, Bonus or any other benefits in accordance with the terms of the following within Section 4 hereof and such failure remains uncured for ten (10) calendar days of following written notice thereof from by the Executive: (A) a significant adverse change Executive specifying in reasonable detail the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Surviving Entity that the Executive held immediately prior to the Change in Control; (B) a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Surviving Entity; or (C) the termination or denial of the Executive’s rights to Employee Benefits or a reduction in the scope thereofsuch failure; (iii) A determination by the The Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Surviving Entity by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive’s performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or shall perform his duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the Surviving Entity hereunder from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of office that the Surviving Entity or any of its Subsidiaries that employs Company maintains on the Executive or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Surviving Entity under this Agreement pursuant to Section 12(a) below; (v) The Surviving Entity or the relevant Subsidiary that employs the Executive relocates its principal executive offices, or requires the Executive to have the Executive’s principal location of work changed, to any location in excess of twenty-five (25) miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder at least twenty percent (20%) more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control without, in either case, the Executive’s prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach date of this Agreement by in Piano, Texas; The employment will require work to be performed weekly in the Surviving Entity or any successor thereto which is not remedied by the Surviving Entity within ten (10) calendar days after receipt by the Surviving Entity of written notice from the Executive of such breach.Piano, TX offices,