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

By the Executive for Good Reason. At the election of the Executive, for Good Reason (as defined below), provided that the Company shall have thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s). For the purposes of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; or (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) 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.

By the Executive for Good Reason. At the election of the Executive, Executive may terminate his employment hereunder at any time for Good Reason (as defined below), provided that the Company shall have upon not less than thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s advance written notice of such Good Reason event(s)to the Employer. For the purposes of this Section 5.3Agreement, “Good Reason” for termination shall mean (i) a material reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives position or responsibilities of the Company)Executive including but not limited to a failure of Executive to be elected to the Board of Directors of Employer on or before August 1, 2006; (ii) any material diminution or other adverse change a reduction in the Executive’s authority, responsibilities compensation or duties without material reduction in the prior written consent benefits of the Executive; (iii) a substantial failure of Employer to perform any material breach by the Company provision of this Agreement Agreement, provided that the Employer shall first have received a written notice which sets forth in reasonable detail the manner in which the Employer has substantially failed to perform such provision and shall have failed to cure the same within a period of 30 days after such notice is given unless the same cannot reasonably be cured within said 30-day period, in which event the company shall have up to an additional 90 days to cure the same so long as the Employer is diligently seeking to cure the same, and provided, further, that the Executive shall not be required to give written notice of, nor shall the Employer have a period to cure, the same or any other material agreement between similar substantial failure of performance as to which the Company Executive shall have previously given written notice and which the ExecutiveEmployer shall have previously cured;; or (iv) failure by Employer to relocate the relocation, without the written consent office of the Executive, President as provided in Section 5 above or a further relocation of the place Office of business at which the Executive principally performs the Executive’s duties hereunder President to a location that is greater distance of more than thirtyseventy-five (3575) miles from place of business at which the Executive principally performs the its relocation as provided in Section 5 above, unless such relocation results in Employer’s executive offices being closer to Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive then primary residence or does not provide written notice to substantially increase the Company average commuting time of such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) 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.

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of his resignation (“Notice of Resignation”) delivered within twelve (12) months after the occurrence of any of the following events (each of which shall constitute “Good Reason” for resignation): (i) the removal of the Executive from the position of Chief Financial Officer of the Company, (ii) any material reduction by the Company of the Executive’s duties or responsibilities or the assignment to the Executive of duties materially inconsistent with such position, which breach remains uncorrected for Good Reason (as defined below), provided that the Company shall have a period of thirty (30) days to cure in all material respects such Good Reason event(s) following after receipt by the Company’s receipt Company of the Executive’s written notice of such Good Reason event(s). For from the purposes of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution Executive or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material any breach by the Company of this Agreement or any other material agreement between (including the provisions of Section 3), which breach remains uncorrected for a period of thirty (30) days after receipt by the Company and of written notice from the Executive; or (iv) . In the relocation, without the written consent of the Executive, of the place of business at which event that the Executive principally performs the Executive’s duties hereunder resigns for Good Reason pursuant to a location that is greater than thirty-five (35) miles from place of business at which this Section 10(f), the Executive principally performs the Executive’s duties hereunder immediately prior shall be entitled to such relocation. Notwithstanding the foregoingreceive, (A) the Executive will be deemed Accrued Obligations, (B) an amount equal to have given consent (i) one hundred fifty percent (150%) of the Executive’s Base Salary and (ii) one hundred fifty percent (150%) of the Bonus Target, in each case at the rate in effect immediately prior to the condition(s) described in this Section 5.3 if the Executive does not provide written notice Date of Termination (without regard to the Company any reductions of such Good Reason event(s) within ninety rate, or failure to increase such rate, in breach of this Agreement), (90) days from first occurrence of such Good Reason event(s) and (BC) to the extent applicable, an amount equal to the Pro Rata Bonus, and (D) a lump sum payment equal to the then present value of all major medical, disability and life insurance coverage to be provided pursuant to Section 9 above through the date eighteen (18) months after the Date of Termination, provided that under such circumstances the Executive shall make all COBRA premium payments on his own behalf. The sum of the amounts described in clauses (B) and (D) above are hereafter referred to as the “Section 10(f) Severance Amount.” All of the amounts described in clause (A) shall be paid to the Executive no later than ten (10) days following the Date of Termination; any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(f) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 10(f) and rights to indemnification, (II) an affirmation of the Executive’s obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the Company has not cured one hundred percent (100%) of the Section 10(f) Severance Amount upon any breach of such Good Reason event(s) during agreement. Additionally, in the 30-day cure period, the Executive must terminate event that the Executive’s employment for Good Reason no later than one hundred eighty (180) days is terminated pursuant to this Section 10(f), all of the Executive’s options to purchase shares of capital stock of the Company which are unvested as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the occurrence Date of such Good Reason event(s) by providing Termination, shall immediately vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(f), all of the Executive’s options to purchase capital stock of the Company thirty that are vested as of the applicable Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of (30i) days’ prior written notice the tenth anniversary of terminationthe date the options were granted or (ii) one (1) year following the Date of Termination and shall then terminate, which may run concurrently with and the CompanyExecutive (or the Executive’s cure periodspouse or heirs) shall be permitted to exercise such options on a net basis (e.g., by satisfying the exercise price and withholding tax obligations having withheld a number of option shares that have a fair market value equal to such obligations).

By the Executive for Good Reason. At the election of the The Executive may terminate Executive, 's employment hereunder for Good Reason (as defined below)Reason, provided that upon notice to the Company shall have thirty (30) days to cure Board setting forth in all material respects such Good Reason event(s) following reasonable detail the Company’s receipt of the Executive’s written notice nature of such Good Reason event(s)Reason. For the purposes of this Section 5.3, “The following shall constitute "Good Reason” " for termination shall mean by the Executive: (i) a reduction failure of the Company to continue the Executive in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives position of the Company)Executive Vice President - Manufacturing & Supply Chain; (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities nature or duties without the prior written consent scope of the Executive's responsibilities or duties; provided, however, the Company's failure to continue the Executive's appointment or election as an officer or director of any of its Affiliates and any diminution of the nature or scope of the business of the Company or any of its Affiliates or any sale or transfer of the equity, property or other assets of the Company or any of its Affiliates shall not constitute "Good Reason"; (iii) a material breach by failure of the Company to provide the Executive compensation and benefits in accordance with the terms of this Agreement or any other material agreement between the Company and the ExecutiveSection 4 hereof; or (iv) the relocation, without the written consent relocation of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder to a location that is greater 's primary office more than thirty-five thirty (3530) miles from place its then-current location without the Executive's consent; provided, however, with respect to termination in accordance with clause (ii) or (iii) hereof, such diminution in the nature or scope of business at which the Executive's responsibilities or duties or failure of the Company to provide the Executive principally performs compensation and benefits in accordance with the Executive’s duties hereunder immediately prior terms of Section 4 hereof has remained uncured after twenty (20) business days' notice from the Executive specifying in reasonable detail the nature of such diminution or failure. In the event of termination in accordance with this Section 5(e), in addition to such relocation. Notwithstanding the foregoingFinal Compensation and Final Bonus Compensation, (A) the Executive will be deemed to have given consent entitled to the condition(s) described in this Section 5.3 if Severance Benefits the Executive does not provide written 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 of prior to such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) 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 perioddate.

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of his resignation (“Notice of Resignation”) delivered within twelve (12) months after the occurrence of any of the following events (each of which shall constitute “Good Reason” for resignation): (i) the removal of the Executive from the position of Chief Operating Officer of the Company, (ii) any material reduction by the Company of the Executive’s duties or responsibilities, including on a Change in Control, or the assignment to the Executive of duties materially inconsistent with such position, which breach remains uncorrected for Good Reason (as defined below), provided that the Company shall have a period of thirty (30) days to cure in all material respects such Good Reason event(s) following after receipt by the Company’s receipt Company of the Executive’s written notice of such Good Reason event(s). For from the purposes of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution Executive or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material any breach by the Company of this Agreement or any other material agreement between (including the provisions of Section 3), which breach remains uncorrected for a period of thirty (30) days after receipt by the Company and of written notice from the Executive; or (iv) . In the relocation, without the written consent of the Executive, of the place of business at which event that the Executive principally performs the Executive’s duties hereunder resigns for Good Reason pursuant to a location that is greater than thirty-five (35) miles from place of business at which this Section 10(f), the Executive principally performs the Executive’s duties hereunder immediately prior shall be entitled to such relocation. Notwithstanding the foregoingreceive, (A) the Executive will be deemed Accrued Obligations, (B) an amount equal to have given consent (i) two hundred percent (200%) of the Executive’s Base Salary and (ii) two hundred percent (200%) of the Bonus Target, in each case at the rate in effect immediately prior to the condition(s) described in this Section 5.3 if the Executive does not provide written notice Date of Termination (without regard to the Company any reductions of such Good Reason event(s) within ninety rate, or failure to increase such rate, in breach of this Agreement), (90) days from first occurrence of such Good Reason event(s) and (BC) to the extent applicable, an amount equal to the Pro Rata Bonus, and (D) 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 twenty four (24) months after the Date of Termination, provided that under such circumstances the Executive shall make all COBRA premium payments on his own behalf. The sum of the amounts described in clauses (B) and (D) above are hereafter referred to as the “Section 10(f) Severance Amount.” All of the amounts described in clause (A) shall be paid to the Executive no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. Payment of the Section 10(f) Severance Amount shall be subject to and conditioned upon the execution of an agreement by the Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 10(f) and rights to indemnification, (II) an affirmation of the Executive’s obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the Company has not cured one hundred percent (100%) of the Section 10(f) Severance Amount upon any breach of such Good Reason event(sagreement. The Section 10(f) during the 30-day cure period, Severance Amount shall be paid to the Executive must terminate no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the Executive as specified in the immediately preceding sentence. Additionally, in the event that the Executive’s employment for Good Reason no later than one hundred eighty (180) days is terminated pursuant to this Section 10(f), all of the Executive’s options to purchase shares of capital stock of the Company which are unvested as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the occurrence Date of such Good Reason event(s) by providing Termination, shall immediately vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(f), all of the Executive’s options to purchase capital stock of the Company thirty that are vested as of the applicable Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of (30i) days’ prior written notice the tenth anniversary of terminationthe date the options were granted or (ii) one (1) year following the Date of Termination and shall then terminate, which may run concurrently with and the CompanyExecutive (or the Executive’s cure periodspouse or heirs) shall be permitted to exercise such options on a net basis (e.g., by satisfying the exercise price and withholding tax obligations having withheld a number of option shares that have a fair market value equal to such obligations).

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of the Executive, for Good Reason his resignation (as defined below), provided that “Notice of Resignation”) delivered to the Company shall have within thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice occurrence of such Good Reason event(s). For any of the purposes following (each of this Section 5.3, which will constitute “Good Reason” for termination shall mean resignation): (i1) a material reduction by the Company in the Executive’s Base Salary (other than in connection with title or position, or a material reduction in salary with respect to all other senior executives of by the Company); (ii) any material diminution or other adverse change Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving as the Chief Financial Officer, Executive Vice President of Technical Operations and President of International of the Company’s ultimate parent entity following a Change in Control), or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities, however, for the avoidance of doubt, a change only in the size of the company without the prior written consent occurrence of any other changes in this Section 9(f) shall not constitute Good Reason; (2) a material change in the Executive’s reporting relationship (e.g., where the Executive would no longer be reporting to the CEO); (3) a reduction in Base Salary; (4) subject to the terms of Section 5(d) above, forced relocation of Executive’s primary work location greater than thirty (30) miles from the Company’s office in Redwood City, California; or (5) any material breach of this Agreement by the Company (collectively, a “Good Reason Event”); provided, that, if any Good Reason Event is curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Executive of his Notice of Resignation, which such Notice 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; (iii) a material breach by . If the Company of this Agreement or any other material agreement between fails to cure the Company and Good Reason Event within the Executive; or thirty (iv30) the relocationday cure period, without the written consent of the Executive, of the place of business at which then the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five must terminate employment within thirty (3530) miles from place of business at which days thereafter. If the Executive principally performs the Executive’s duties hereunder immediately prior to does not terminate employment during such relocation. Notwithstanding the foregoingthirty (30) day period, (A) then the Executive will be deemed to have given consent waived his right to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of terminate employment based upon such Good Reason event(s) within ninety (90) days from first occurrence of such Event and will not receive any payments under this Section 9(f). If the Executive resigns for Good Reason event(spursuant 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) an amount equal to the Executive’s average annual cash bonus based on the two Fiscal Years preceding the year of termination, and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i), (ii) and (Biv) above will be paid to the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) days immediately following the occurrence expiration of such Good Reason event(s) by providing the Company thirty (30) days’ prior written notice of termination, which may run concurrently Severance Delay Period in accordance with the Company’s cure periodnormal 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 the 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. At the election of the Executive, for Good Reason (as defined below), provided that the Company shall have thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the The Executive’s employment pursuant to this Agreement may be terminated by the Executive by written notice of his resignation (“Notice of Resignation”) delivered to the Company within ninety (90) days (provided that, in the case of clause (v), such Good Reason event(s). For time period will be extended through the purposes end of this Section 5.3, the then-current Contract Year) of any of the following (each of which will constitute “Good Reason” for termination shall mean resignation): (i) a reduction by the Company in the Executive’s Base Salary (other than in connection with title or position, or a material reduction in salary with respect to all other senior executives of by the Company); (ii) any material diminution or other adverse change Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors), or the assignment by the Company to the Executive of any duties without the prior written consent of the Executiveor responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (ii) a reduction in Base Salary; (iii) a any material breach by the Company of this Agreement or any other material agreement between by the Company; provided, that the Company and will be allowed to cure such breach within thirty (30) days of delivery to the ExecutiveCompany by the 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 relocationCompany’s requiring the Executive to relocate his office location more than fifty (50) miles from his initial office location in Little Rock, without Arkansas. For avoidance of doubt, “Good Reason” will exclude the written consent death or Disability of the Executive, of the place of business at which . If the Executive principally performs the Executive’s duties hereunder resigns for Good Reason pursuant to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoingthis Section 9(f), (A) the Executive will be deemed entitled to have given consent receive (i) all Base Salary and benefits to be paid or provided to the condition(sExecutive under this Agreement through the Date of Termination, (ii) described in this Section 5.3 if the Executive does not provide written notice amount of any cash bonus related to any Contract Year ending before the Company Date of such Good Reason event(sTermination that has been earned but remains unpaid, (iii) within ninety an amount equal to two hundred percent (90200%) 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 30-day cure period, the Executive must terminate the Executive’s employment Base Salary at the then-current rate of Base Salary, (iv) an amount equal to two hundred percent (200%) of the Executive’s then-current target bonus payable pursuant to Section 5(c), pro-rated based on the portion of the applicable Contract Year that the Executive worked for Good Reason the Company before the Date of 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) through (iv) above will be paid to the Executive in a lump sum no later than one hundred eighty ten (18010) days following the occurrence Date of Termination. As a condition to receiving such Good Reason event(s) by providing payment, the Company thirty (30) days’ prior written notice Executive agrees to execute and deliver, at the time of terminationtermination of his employment, which may run concurrently with a general release in the Company’s cure period.form attached as Exhibit E.

By the Executive for Good Reason. At The Executive may terminate the election employment hereunder for Good Reason, whether preceding or following a Change in Control, by providing notice to the Company of the Executive, for condition giving rise to the Good Reason no later than thirty (as defined below)30) days following the occurrence of the condition, provided that by giving the Company shall have thirty (30) days to cure in all material respects such remedy the condition and by terminating employment for Good Reason event(swithin thirty (30) following days thereafter if the Company’s receipt of Company fails to remedy the Executive’s written notice of such Good Reason event(s)condition. For the purposes of this Section 5.3Agreement, “Good Reason” for termination shall mean the occurrence of any one or more of the following events without the Employee’s consent: (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives material breach of this Agreement by the Company); (ii) any a material diminution of the Executive’s title from that of EVP of Global Sales and Marketing or other a material adverse change in the Executive’s authoritysignificant duties, responsibilities authority or duties without the prior written consent of the Executiveresponsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any reduction in (except to the extent all executives receive a material breach by proportional decrease) or failure to pay the Company of this Agreement or any other material agreement between the Company and the ExecutiveBase Salary; or (iv) the relocation, without the written consent any relocation of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder primary worksite to a location site that is greater more than thirty-five (35) miles from place the assigned Location without her consent in accordance with this Agreement. To the extent a Change of business at 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 the Executive principally performs Company shall pay as a lump sum no later than March 15th of the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding year following the foregoingTermination Year), (A) the Company shall provide the Executive will be deemed the same opportunity (utilizing the same time and form of payment) to earn Non-Change of Control Post-Employment Compensation as she would have given consent to received had the condition(s) described in this Section 5.3 if the Executive does not provide written notice to employment been terminated by the Company other than for Cause under Section 4(d) hereof and received Non-Change of such Good Reason event(s) within ninety (90) days from first occurrence Control Post-Employment Compensation. In addition, in the event termination of such Good Reason event(s) and (B) to the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty is within twelve (18012) days months following a Change of Control, then, provided that the occurrence Executive elects to earn post-employment compensation and complies with the requirements set forth in the second sentence of such Good Reason event(sSection 4(d) by providing and in Sections 4(g), 6 and 7 hereof, the last sentence of Section 4(d)(iv) shall apply and the Company thirty (30shall 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 Company other than for Cause under Section 4(d) days’ prior written notice hereof and she received Change of termination, which may run concurrently with the Company’s cure periodControl Post-Employment Compensation.

By the Executive for Good Reason. At Except under the election of the Executive, for Good Reason (as defined belowcircumstances specified in Sections 5(a), provided that 5(b), 5(c), 5(d), 5(f), and 5(g), the Company shall have thirty (30) days to cure in all material respects such Executive may terminate his employment for “Good Reason event(s) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s). Reason.” For the purposes of this Section 5.3Agreement, “Good Reason” for termination shall mean means without the Executive’s consent: (i) a reduction the Company’s failure to continue Executive in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives position of the Company); President and Chief Executive Officer, (ii) any material diminution the requirement that Executive report to an individual or body other adverse change in than the Executive’s authorityBoard, responsibilities or duties without the prior written consent of the Executive; (iii) a material diminution in the Executive’s position with the Company or the duties and responsibilities associated with such position, or (iv) any material reduction in Executive’s Base Salary, annual Target bonus opportunity, benefits, and annual equity incentive awards in the aggregate, excluding any reduction in Executive’s annual equity incentive awards that (A) is applicable to all similarly situated executives or (B) is ten percent (10%) or less and results from adjustments to the allocation of a fixed pool among similarly situated executives. Notwithstanding the above, the events described in clauses (i) through (iv) above shall not constitute Good Reason unless the Executive notifies the Company in writing within thirty (30) calendar days of the initial event allegedly giving rise to Good Reason and the Company has failed to cure the circumstances allegedly giving rise to Good Reason within thirty (30) calendar days following such notice by the Executive (the “Cure Period”). If the Company fails to cure prior to the expiration of the Cure Period, then the Executive may terminate his employment for Good Reason. For the avoidance of doubt, if the Executive is offered the same position with a successor corporation, the Executive shall not be entitled to terminate his employment for Good Reason and shall not be entitled to any pay or benefits pursuant to this Section 5(e). For the further avoidance of doubt, the Executive hereby acknowledges that as of the date hereof no circumstances exist which entitle the Executive to terminate his employment for Good Reason. 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 or an executive severance plan as a result of such termination, 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 without Cause in accordance with Section 5(d) above; provided that the Executive satisfies all conditions to such entitlement. The parties agree that payment of the amounts specified in Section 5(e) above shall constitute liquidated damages for any default or breach by the Company pursuant to this section and shall satisfy any liability of this Agreement or any other material agreement between the Company and the Executive; or (iv) the relocation, without the written consent of the Executive, of the place of business at which to the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company respect of such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) 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 perioddefault or breach.

By the Executive for Good Reason. At The Executive may terminate Executive's employment hereunder for Good Reason, upon notice to the election Board setting forth in reasonable detail the nature of such Good Reason. The following shall constitute "GOOD REASON" for termination by the Executive: (i) a material breach of the Executive, for Good Reason (as defined below), provided that Agreement by the Company shall have not cured within thirty (30) days after written notice by the Executive to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s). For the purposes of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); or (ii) without Executive's written consent: (A) any change in title or any material diminution of Executive's duties or other adverse authority, (B) assignment of duties materially inconsistent with Executive's duties in effect on the Effective Date, (C) any change in the Executive’s authorityreporting structure, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; or (ivD) any requirement that Executive relocate his principal residence as in effect on the relocationEffective Date or office other than at the Company's headquarters offices. In the event of termination in accordance with this Section 5(e), without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent entitled to the condition(ssame pay and benefits 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) described in this Section 5.3 if above; provided, that the Executive does not provide satisfies all conditions to such entitlement, including without limitation the signing of an effective Employee Release and meeting 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 later of its occurrence or Executive's reasonable knowledge thereof, unless the Executive has given the Board written notice thereof prior to the Company of such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) 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 perioddate.

By the Executive for Good Reason. At The Executive may terminate his employment hereunder for Good Reason upon notice to the election Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the occurrence of any one or more of the following events: (i) the material breach of this Agreement by the 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, for Good Reason (as defined below), provided that in each case only after the Company shall have thirty had an opportunity and failed to cure (30any 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 Executive Perquisites in accordance with this Agreement, in each case only after the Company has been given an opportunity, and has failed, to cure in all material respects any such Good Reason event(sevent within twenty (20) days following the Company’s receipt of the Executive’s written notice to the Company specifying in reasonable detail the nature of such Good Reason event(s). For the purposes reduction or failure; (iv) any relocation of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; or (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder primary worksite to a location site that is greater more than thirty-five (35) miles from place the Van Nuys Location or (v) subjection of business at which the Executive principally performs to a working environment sufficiently hostile or otherwise adverse as to satisfy the Executivegeneral 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 duties hereunder immediately prior 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 such relocation. Notwithstanding Final Compensation, the foregoingCompany shall provide the Executive the same payments he would have received under clauses (i), (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such Good Reason event(s) within ninety (90) days from first occurrence of such Good Reason event(sii) and (Biii) to the extent of Section 5(d) had his employment been terminated by the Company has not cured such Good Reason event(s) during other than for Cause. Any equity in the 30-day cure periodLLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Executive must terminate Plan and the LLC Agreement, as applicable. The Executive’s employment for Good Reason no later than one hundred eighty (180) 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 rights with the Company’s cure periodrespect to indemnification shall be in accordance with Section 12 hereof.

By the Executive for Good Reason. At The Executive may terminate his employment hereunder for Good Reason, unless Parent shall have previously delivered to the election Executive written notice that Cause exists (except that such notice shall not be required in the case of a termination resulting from the Executive's conviction of the Executive, for Good Reason (as defined belowtype of felony set forth in Section 5(b) above), provided that in which case the Company Executive shall have thirty (30be entitled to the payments and benefits set forth in Section 6(a) days to cure in all material respects such Good Reason event(sor 6(b) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s)this Agreement, as applicable. For the purposes of this Section 5.3Agreement, “"Good Reason” for termination " shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect 's reporting duties, such that he no longer reports directly to all other senior executives the President of the Company)Parent; (ii) any a material diminution or other adverse change reduction by Parent in the Executive’s authority, responsibilities or duties without Execu- tive's annual base salary as in effect on the prior written consent date hereof (except for across-the-board salary reductions similarly affecting all senior executives of the ExecutiveParent); (iii) a material breach by the Company relocation of this Agreement or any other material agreement between the Company and the Executive's Principal Place of Employment to a location more than 50 miles from the Executive's Principal Place of Employment (except for required travel on Parent's or PHS's business); or (iv) the relocation, without failure by Parent to pay to the written consent Executive any portion of the Executive, 's compensation (except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of Parent) within five (5) business days of the place of business at which date such compensation is due. In order for any termination for Good Reason to be effective, the Executive principally performs shall have delivered to Parent written notice of the Executive’s duties hereunder act or failure to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior act giving rise to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such termination for Good Reason event(s) within ninety thirty (9030) days from following the first occurrence of such Good Reason event(sevent or condition, and Parent shall have been given ten (10) and (B) to business days from the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) days following the occurrence receipt 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 to cure periodsuch act or failure to act.

By the Executive for Good Reason. At the election of the Executive, The Executive may terminate her employment hereunder for Good Reason (as defined below)Reason, provided that upon notice to the Company shall have thirty (30) days to cure Companies setting forth in all material respects such Good Reason event(s) following reasonable detail the Company’s receipt of the Executive’s written notice nature of such Good Reason event(s)Reason. For the purposes of this Section 5.3, The following shall constitute “Good Reason” for termination shall mean by the Executive: (i) a reduction failure of either Company to continue the Executive in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives position of the Company)President and Chief Executive Officer; (ii) any material diminution or other adverse change in the nature and scope of the Executive’s responsibilities, duties or authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach failure of the Companies to provide the Executive with the Base Salary and Stock Awards, as well as the benefits (including fringe benefits sponsored by the Company of this Agreement or any other material agreement between Companies) in accordance with the Company and the Executiveterms hereof; or (iv) the relocation, without the Executive’s written consent consent, relocation of the Executive, ’s office to an area outside a 50 mile radius of the place of business at which Companies’ current headquarters; provided that any event described in (i) through (iv) shall not constitute Good Reason unless the Executive principally performs delivers to the Executive’s duties hereunder to Companies a location that is greater than thirty-five (35) miles from place written notice of business at which termination for Good Reason within 90 days after the Executive principally performs first learns of the Executive’s duties hereunder immediately prior existence of the circumstances giving rise to Good Reason, and within 30 days following delivery of such relocationnotice, the Company or Companies, as applicable, have failed to cure the circumstances giving rise to Good Reason. Notwithstanding In the foregoingevent of termination in accordance with this Sub-Section 5.5, (A) the Companies shall pay the Executive will be deemed the amounts specified in Sub-Section 5.4. As a condition to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such Good 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 30-day cure periodseverance pay, the Executive must terminate shall execute (and not revoke) a release of claims in a form reasonably satisfactory to the Executive’s employment for Good Reason no later than one hundred eighty Companies (180which release shall be provided to the Executive within five (5) days following her separation from service and must be returned to the occurrence Companies (and not revoked) within 45 days following her separation from service. If the Executive fails or otherwise refuses to execute and not revoke a release of claims within 45 days following her separation from service, and in all events prior to the date on which such Good Reason event(s) by providing severance pay is to the Company thirty (30) days’ prior written notice paid to her, the Executive shall not be entitled to any payments under Section 5.5 other than Base Salary and Stock Awards earned but unpaid through the date of termination, which may run concurrently with the Company’s cure period.

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of the Executive, for Good Reason his resignation (as defined below), provided that “Notice of Resignation”) delivered to the Company shall have within thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice occurrence of such Good Reason event(s). For any of the purposes following (each of this Section 5.3, which will constitute “Good Reason” for termination shall mean resignation): (i1) a material reduction by the Company in the Executive’s Base Salary (other than in connection with title or position, or a material reduction in salary with respect to all other senior executives of by the Company); (ii) any material diminution or other adverse change Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving as the Chief Financial Officer of the Company’s ultimate parent entity following a Change in Control), or the assignment by the Company to the Executive of any duties without or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities; (2) a material change in the prior written consent Executive’s reporting relationship (e.g., where the Executive would no longer be reporting to the CEO); (3) a reduction in Base Salary; (4) subject to the terms of Section 5(d) above, forced relocation of Executive’s primary work location greater than thirty (30) miles from the Company’s office in Redwood City, California; or (5) any material breach of this Agreement by the Company (collectively, a “Good Reason Event”); provided, that, if any Good Reason Event is curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Executive of his Notice of Resignation, which such Notice 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; (iii) a material breach by . If the Company of this Agreement or any other material agreement between fails to cure the Company and Good Reason Event within the Executive; or thirty (iv30) the relocationday cure period, without the written consent of the Executive, of the place of business at which then the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five must terminate employment within thirty (3530) miles from place of business at which days thereafter. If the Executive principally performs the Executive’s duties hereunder immediately prior to does not terminate employment during such relocation. Notwithstanding the foregoingthirty (30) day period, (A) then the Executive will be deemed to have given consent waived his right to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of terminate employment based upon such Good Reason event(s) within ninety (90) days from first occurrence of such Event and will not receive any payments under this Section 9(f). If the Executive resigns for Good Reason event(spursuant 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) an amount equal to the Executive’s average annual cash bonus based on the two Fiscal Years preceding the year of termination, and (v) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination. The amounts referred to in clauses (i), (ii) and (Biv) above will be paid to the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) days immediately following the occurrence expiration of such Good Reason event(s) by providing the Company thirty (30) days’ prior written notice of termination, which may run concurrently Severance Delay Period in accordance with the Company’s cure periodnormal 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 the 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. At the election of the Executive, The Executive may terminate her employment hereunder for Good Reason (as defined below)Reason, provided that upon notice to the Company shall have thirty (30) days to cure Companies setting forth in all material respects such Good Reason event(s) following reasonable detail the Company’s receipt of the Executive’s written notice nature of such Good Reason event(s)Reason. For the purposes of this Section 5.3, The following shall constitute “Good Reason” for termination shall mean by the Executive: (i) a reduction failure of either Company to continue the Executive in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives position of the Company)President and Chief Executive Officer; (ii) any material diminution or other adverse change in the nature and scope of the Executive’s responsibilities, duties or authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach failure of the Companies to provide the Executive with the Base Salary and Equity Awards, as well as the benefits (including fringe benefits sponsored by the Company of this Agreement or any other material agreement between Companies) in accordance with the Company and the Executiveterms hereof; or (iv) the relocation, without the Executive’s written consent consent, relocation of the Executive, ’s office to an area outside a fifty (50) mile radius of the place of business at which Companies’ current headquarters; provided that any event described in (i) through (iv) shall not constitute Good Reason unless the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent delivers to the condition(s) described in this Section 5.3 if the Executive does not provide Companies a written notice to the Company of such termination for Good 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 30-day cure period, after the Executive must terminate first learns of the Executive’s employment for existence of the circumstances giving rise to Good Reason no later than one hundred eighty (180) days following the occurrence of such Good Reason event(s) by providing the Company Reason, and within thirty (30) days’ 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 release shall be provided to the Executive within five (5) days following her separation from service and must be returned to the 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 prior written notice to the date on which such severance pay is to be paid to her, the Executive shall not be entitled to any payments under Subsection 5.5 other than Base Salary and Equity Awards earned but unpaid through the date of termination, which may run concurrently with the Company’s cure period.. /s/ HMG /s/ KK HMG KK

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of the Executive, for Good Reason his resignation (as defined below), provided that “Notice of Resignation”) delivered to the Company shall have within thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice occurrence of such Good Reason event(s). For any of the purposes following (each of this Section 5.3, which will constitute “Good Reason” for termination shall mean resignation): (i1) a material reduction by the Company in the Executive’s Base Salary (other than in connection with title or position, or a material reduction in salary with respect to all other senior executives of by the Company); (ii) any material diminution or other adverse change Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors or if he is not the Chief Executive Officer of the Company’s ultimate parent entity following a Change in Control), or the assignment by the Company to the Executive of any duties without or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities, (2) a reduction in Base Salary; or (3) any material breach of this Agreement by the prior written consent Company (collectively, a “Good Reason Event”); provided, that, if any Good Reason Event is curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Executive of his Notice of Resignation, which such Notice 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; (iii) a material breach by . If the Company of this Agreement or any other material agreement between fails to cure the Company and Good Reason Event within the Executive; or thirty (iv30) the relocationday cure period, without the written consent of the Executive, of the place of business at which then the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five must terminate employment within thirty (3530) miles from place of business at which days thereafter. If the Executive principally performs the Executive’s duties hereunder immediately prior to does not terminate employment during such relocation. Notwithstanding the foregoingthirty (30) day period, (A) then the Executive will be deemed to have given consent waived his right to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of terminate employment based upon such Good Reason event(s) within ninety (90) days from first occurrence of such Event and will not receive any payments under this Section 9(f). If the Executive resigns for Good Reason event(s) and (B) pursuant to the extent the Company has not cured such Good Reason event(s) during the 30-day cure periodthis Section 9(f), the Executive must terminate 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 employment for Good Reason no later than one hundred eighty Base Salary at the then-current rate of Base Salary, and (180iv) days 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 occurrence expiration of such Good Reason event(s) by providing the Company thirty (30) days’ prior written notice of termination, which may run concurrently Severance Delay Period in accordance with the Company’s cure periodnormal 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. At The Executive may terminate his employment hereunder for Good Reason upon notice to the election Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the occurrence of any one or more of the following events: (i) the material breach of this Agreement by the 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, for Good Reason (as defined below), provided that in each case only after the Company shall have thirty had an opportunity and failed to cure (30any 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 in all material respects any such Good Reason event(sevent within twenty (20) days following the Company’s receipt of the Executive’s written notice to the Company specifying in reasonable detail the nature of such Good Reason event(s). For the purposes reduction or failure; (iv) any relocation of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; or (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder primary worksite to a location site that is greater more than thirty-five (35) miles from place the site of business at which the former offices of ESI in Van Nuys California as of the Closing Date or (v) subjection of the Executive principally performs to a working environment sufficiently hostile or otherwise adverse as to satisfy the Executive’s duties hereunder immediately prior 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 such relocationtake remedial action to mitigate those circumstances. Notwithstanding In the foregoingevent 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), (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such Good Reason event(s) within ninety (90) days from first occurrence of such Good Reason event(sii) and (Biii) 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 extent LLC at Fair Market Value (as defined in the Company has not cured such Good Reason event(s) during the 30-day cure periodUnit Certificate), the Executive must terminate the Executive’s employment for Good Reason no later than provided he does so within one hundred eighty and twenty (180120) days following the occurrence Date of such Good Reason event(s) Termination, with payment by providing the Company thirty 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 (30) days’ prior written notice or any successor corporate governance document). Any equity in the LLC held by the Executive on the Date of terminationTermination shall otherwise be governed by the terms of the Unit Certificate, which may run concurrently with the Company’s cure periodPlan and the LLC Agreement, as applicable.

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of the Executive, for Good Reason his resignation (as defined below), provided that “Notice of Resignation”) delivered to the Company shall have within thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice occurrence of such Good Reason event(s). For any of the purposes following (each of this Section 5.3, which will constitute “Good Reason” for termination shall mean resignation): (i1) a material reduction by the Company in the Executive’s Base Salary (other than in connection with title or position, or a material reduction in salary with respect to all other senior executives of by the Company); (ii) any material diminution or other adverse change Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving on the Company’s board of directors or if he is not the Chief Executive Officer of the Company’s ultimate parent entity following a Change in Control), or the assignment by the Company to the Executive of any duties or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities, however, for the avoidance of doubt, a change only in the size of the company without the prior written consent occurrence of any other changes in this Section 9(f) shall not constitute Good Reason; (2) a reduction in Base Salary; or (3) any material breach of this Agreement by the Company (collectively, a “Good Reason Event”); provided, that, if any Good Reason Event is curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Executive of his Notice of Resignation, which such Notice 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; (iii) a material breach by . If the Company of this Agreement or any other material agreement between fails to cure the Company and Good Reason Event within the Executive; or thirty (iv30) the relocationday cure period, without the written consent of the Executive, of the place of business at which then the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five must terminate employment within thirty (3530) miles from place of business at which days thereafter. If the Executive principally performs the Executive’s duties hereunder immediately prior to does not terminate employment during such relocation. Notwithstanding the foregoingthirty (30) day period, (A) then the Executive will be deemed to have given consent waived his right to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of terminate employment based upon such Good Reason event(s) within ninety (90) days from first occurrence of such Event and will not receive any payments under this Section 9(f). If the Executive resigns for Good Reason event(spursuant 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 (Biv) above will be paid to the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) days immediately following the occurrence expiration of such Good Reason event(s) by providing the Company thirty (30) days’ prior written notice of termination, which may run concurrently Severance Delay Period in accordance with the Company’s cure periodnormal 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. At the election of the Executive, for Good Reason (as defined below)Reason, provided that the Company shall have thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s). For the purposes of this Section 5.34.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); Salary, (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; , (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; or , (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five (35) 50 miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior as of the Effective Date, (v) the Executive’s removal from or failure to such relocationbe elected to the Board of Directors or (vi) a Change of Control. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 4.3 if the Executive does not provide written notice to the Company of such Good 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 thirty (30-) day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) days following the occurrence of such Good Reason event(s) by providing the Company thirty (30) days’ days prior written notice of termination, which may run concurrently with the Company’s cure period.

By the Executive for Good Reason. At the election of the Executive, for Good Reason (as defined below)Reason, provided that the Company shall have thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s). For the purposes of this Section 5.34.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); , (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; , (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; , or (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five (35) 35 miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 4.3 if the Executive does not provide written notice to the Company of such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred and eighty (180) days following the occurrence of such Good Reason event(s) by providing the Company thirty (30) days’ days prior written notice of termination, which may run concurrently with the Company’s cure period.

By the Executive for Good Reason. At The Executive may terminate his employment hereunder for Good Reason upon notice to the election Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the occurrence of any one or more of the following events: (i) the material breach of this Agreement by the 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, for Good Reason (as defined below), provided that in each case only after the Company shall have thirty had an opportunity and failed to cure (30any 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, in each case only after the Company has been given an opportunity, and has failed, to cure in all material respects any such Good Reason event(sevent within twenty (20) days following the Company’s receipt of the Executive’s written notice to the Company specifying in reasonable detail the nature of such Good Reason event(s). For the purposes reduction or failure; (iv) any relocation of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; or (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder primary worksite to a location site that is greater more than thirty-five (35) miles from place the Van Nuys Location; or (v) subjection of business at which the Executive principally performs to a working environment sufficiently hostile or otherwise adverse as to satisfy the Executivegeneral 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 duties hereunder immediately prior 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 such relocation. Notwithstanding Final Compensation, the foregoingCompany shall provide the Executive the same payments he would have received under clauses (i), (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such Good Reason event(s) within ninety ii), (90) days from first occurrence of such Good Reason event(siii) and (Biv) to the extent of Section 5(d) had his employment been terminated by the Company has not cured such Good Reason event(s) during other than for Cause. Any equity in the 30-day cure periodLLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Executive must terminate Plan and the LLC Agreement, as applicable. The Executive’s employment for Good Reason no later than one hundred eighty (180) 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 rights with the Company’s cure periodrespect to indemnification shall be in accordance with Section 12 hereof.

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of his resignation (“Notice of Resignation”) delivered within twelve (12) months after the occurrence of any of the following events (each of which shall constitute “Good Reason” for resignation): (i) the removal of the Executive from the position of General Counsel of the Company, (ii) any material reduction by the Company of the Executive’s duties or responsibilities or the assignment to the Executive of duties materially inconsistent with such position, which breach remains uncorrected for Good Reason (as defined below), provided that the Company shall have a period of thirty (30) days to cure in all material respects such Good Reason event(s) following after receipt by the Company’s receipt Company of the Executive’s written notice of such Good Reason event(s). For from the purposes of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); (ii) any material diminution Executive or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material any breach by the Company of this Agreement or any other material agreement between (including the provisions of Section 3), which breach remains uncorrected for a period of thirty (30) days after receipt by the Company and of written notice from the Executive; or (iv) . In the relocation, without the written consent of the Executive, of the place of business at which event that the Executive principally performs the Executive’s duties hereunder resigns for Good Reason pursuant to a location that is greater than thirty-five (35) miles from place of business at which this Section 10(f), the Executive principally performs the Executive’s duties hereunder immediately prior shall be entitled to such relocation. Notwithstanding the foregoingreceive, (A) the Executive will be deemed Accrued Obligations, (B) an amount equal to have given consent (i) one hundred fifty percent (150%) of the Executive’s Base Salary and (ii) one hundred fifty percent (150%) of the Bonus Target, in each case at the rate in effect immediately prior to the condition(s) described in this Section 5.3 if the Executive does not provide written notice Date of Termination (without regard to the Company any reductions of such Good Reason event(s) within ninety rate, or failure to increase such rate, in breach of this Agreement), (90) days from first occurrence of such Good Reason event(s) and (BC) to the extent applicable, an amount equal to the Pro Rata Bonus, and (D) a lump sum payment equal to the then present value of all major medical, disability and life insurance coverage to be provided pursuant to Section 9 above through the date eighteen (18) months after the Date of Termination, provided that under such circumstances the Executive shall make all COBRA premium payments on his own behalf. The sum of the amounts described in clauses (B) and (D) above are hereafter referred to as the “Section 10(f) Severance Amount.” All of the amounts described in clause (A) shall be paid to the Executive no later than ten (10) days following the Date of Termination; any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(f) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 10(f) and rights to indemnification, (II) an affirmation of the Executive’s obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the Company has not cured one hundred percent (100%) of the Section 10(f) Severance Amount upon any breach of such Good Reason event(s) during agreement. Additionally, in the 30-day cure period, the Executive must terminate event that the Executive’s employment for Good Reason no later than one hundred eighty (180) days is terminated pursuant to this Section 10(f), all of the Executive’s options to purchase shares of capital stock of the Company which are unvested as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the occurrence Date of such Good Reason event(s) by providing Termination, shall immediately vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(f), all of the Executive’s options to purchase capital stock of the Company thirty that are vested as of the applicable Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within the earlier of (30i) days’ prior written notice the tenth anniversary of terminationthe date the options were granted or (ii) one (1) year following the Date of Termination and shall then terminate, which may run concurrently with and the CompanyExecutive (or the Executive’s cure periodspouse or heirs) shall be permitted to exercise such options on a net basis (e.g., by satisfying the exercise price and withholding tax obligations having withheld a number of option shares that have a fair market value equal to such obligations).

By the Executive for Good Reason. At The Executive may terminate his employment hereunder for Good Reason upon notice to the election Company setting forth in reasonable detail the nature of such Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s consent, the occurrence of any one or more of the following events: (i) breach of this Agreement by the 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, for Good Reason (as defined below), provided that in each case only after the Company shall have thirty had an opportunity and failed to cure (30any 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, in each case only after the Company has been given an opportunity, and has failed, to cure in all material respects any such Good Reason event(sevent within twenty (20) days following the Company’s receipt of the Executive’s written notice of such Good Reason event(s). For to the purposes of this Section 5.3, “Good Reason” for termination shall mean (i) a reduction Company specifying in reasonable detail the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives nature of the Company); (ii) any material diminution reduction or other adverse change in the Executive’s authority, responsibilities or duties without the prior written consent of the Executive; (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executivefailure; or (iv) the relocation, without the written consent any relocation of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder primary worksite to a location site that is greater more than thirty-five (35) miles from place the Van Nuys Location or (v) subjection of business at which the Executive principally performs to a working environment sufficiently hostile or otherwise adverse as to satisfy the Executivegeneral 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 duties hereunder immediately prior 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 such relocation. Notwithstanding Final Compensation, the foregoingCompany shall provide the Executive the same payments he would have received under clauses (i), (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such Good Reason event(s) within ninety (90) days from first occurrence of such Good Reason event(sii) and (Biii) to the extent of Section 5(d) had his employment been terminated by the Company has not cured such Good Reason event(s) during other than for Cause. Any equity in the 30-day cure periodLLC held by the Executive on the Date of Termination shall be governed by the terms of the Unit Certificate, the Executive must terminate Plan and the LLC Agreement, as applicable. The Executive’s employment for Good Reason no later than one hundred eighty (180) 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 rights with the Company’s cure periodrespect to indemnification shall be in accordance with Section 12 hereof.

By the Executive for Good Reason. At the election of the The Executive may terminate Executive, 's employment hereunder for Good Reason (as defined below)Reason, provided that upon notice to the Company shall have thirty (30) days to cure Board setting forth in all material respects such Good Reason event(s) following reasonable detail the Company’s receipt of the Executive’s written notice nature of such Good Reason event(s)Reason. For the purposes of this Section 5.3, “The following shall constitute "Good Reason” " for termination shall mean by the Executive: (i) a reduction failure of the Company to continue the Executive in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives position of the Company)Executive Vice President - Chief Financial Officer; (ii) any material diminution or other adverse change in the Executive’s authority, responsibilities nature or duties without the prior written consent scope of the Executive's responsibilities or duties; provided, however, the Company's failure to continue the Executive's appointment or election as an officer or director of any of its Affiliates and any diminution of the nature or scope of the business of the Company or any of its Affiliates or any sale or transfer of the equity, property or other assets of the Company or any of its Affiliates shall not constitute "Good Reason"; (iii) a material breach by failure of the Company to provide the Executive compensation and benefits in accordance with the terms of this Agreement or any other material agreement between the Company and the ExecutiveSection 4 hereof; or (iv) the relocation, without the written consent relocation of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder to a location that is greater 's primary office more than thirty-five thirty (3530) miles from place its then-current location without the Executive's consent; provided, however, with respect to termination in accordance with clause (ii) or (iii) hereof, such diminution in the nature or scope of business at which the Executive's responsibilities or duties or failure of the Company to provide the Executive principally performs compensation and benefits in accordance with the Executive’s duties hereunder immediately prior terms of Section 4 hereof has remained uncured after twenty (20) business days' notice from the Executive specifying in reasonable detail the nature of such diminution or failure. In the event of termination in accordance with this Section 5(e), in addition to such relocation. Notwithstanding the foregoingFinal Compensation and Final Bonus Compensation, (A) the Executive will be deemed to have given consent entitled to the condition(s) described in this Section 5.3 if Severance Benefits the Executive does not provide written 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 of prior to such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) 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 perioddate.

By the Executive for Good Reason. At The Executive may terminate the election employment hereunder for Good Reason, whether preceding or following a Change in Control, by providing notice to the Company of the Executive, for condition giving rise to the Good Reason no later than thirty (as defined below)30) days following the occurrence of the condition, provided that by giving the Company shall have thirty (30) days to cure in all material respects such remedy the condition and by terminating employment for Good Reason event(swithin thirty (30) following days thereafter if the Company’s receipt of Company fails to remedy the Executive’s written notice of such Good Reason event(s)condition. For the purposes of this Section 5.3Agreement, “Good Reason” for termination shall mean the occurrence of any one or more of the following events without the Employee’s consent: (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect to all other senior executives material breach of this Agreement by the Company); (ii) any a material diminution of the Executive’s title from that of Chief Operating Officer or other a material adverse change in the Executive’s authoritysignificant duties, responsibilities authority or duties without the prior written consent of the Executiveresponsibilities, taken as a whole, that effectively constitutes a demotion; (iii) any reduction in (except to the extent all executives receive a material breach by proportional decrease) or failure to pay the Company of this Agreement or any other material agreement between the Company and the ExecutiveBase Salary; or (iv) the relocation, without the written consent any relocation of the Executive, of the place of business at which the Executive principally performs the Executive’s duties hereunder primary worksite to a location site that is greater more than thirty-five (35) miles from place the assigned Location without her consent in accordance with this Agreement. To the extent a Change in Control (as defined in Section 12) has not occurred, in the event of business at 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 the Executive principally performs Company shall pay as a lump sum no later than March 15th of the Executive’s duties hereunder immediately prior to such relocation. Notwithstanding year following the foregoingTermination Year), (A) the Company shall provide the Executive will be deemed the same opportunity (utilizing the same time and form of payment) to earn Non-Change in Control Post-Employment Compensation as she would have given consent to received had the condition(s) described in this Section 5.3 if the Executive does not provide written notice to employment been terminated by the Company other than for Cause under Section 4(d) hereof and received Non-Change in Control Post-Employment Compensation. In addition, in the event such termination of such Good 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 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty is within twelve (18012) days months following a Change in Control, then, provided the occurrence Executive satisfies the conditions set forth in Section 4(g) hereof and complies with the requirements set forth in Sections 6 and 7 hereof, the last sentence of such Good Reason event(sSection 4(d)(iv) by providing shall apply and the Company thirty (30shall provide the Executive the same opportunity to earn Change in Control Post-Employment Compensation as she would have received had her employment been terminated by the Company other than for Cause under Section 4(d) days’ prior written notice of termination, which may run concurrently with the Company’s cure periodhereof and she received Change in Control Post-Employment Compensation.

By the Executive for Good Reason. At The Executive may terminate his employment hereunder for Good Reason, unless Parent shall have previously delivered to the election Executive written notice that Cause exists (except that such notice shall not be required in the case of a termination resulting from the Executive's conviction of the Executive, for Good Reason (as defined belowtype of felony set forth in Section 5(b) above), provided that in which case the Company Executive shall have thirty (30be entitled to the payments and benefits set forth in Section 6(a) days to cure in all material respects such Good Reason event(sor 6(b) following the Company’s receipt of the Executive’s written notice of such Good Reason event(s)this Agreement, as applicable. For the purposes of this Section 5.3Agreement, “"Good Reason” for termination " shall mean (i) a reduction in the Executive’s Base Salary (other than in connection with a reduction in salary with respect 's reporting duties, such that he no longer reports directly to all other senior executives the President of the Company)Parent; (ii) any a material diminution or other adverse change reduction by Parent in the Executive’s authority, responsibilities or duties without Execu- tive's annual base salary as in effect on the prior written consent date hereof (except for across-the-board salary reductions similarly affecting all senior executives of the ExecutiveParent); (iii) a material breach by the Company relocation of this Agreement or any other material agreement between the Company and the Executive's Principal Place of Employment to a location more than 50 miles from the Executive's Principal Place of Employment (except for required travel on Parent's or PHS's business); or (iv) the relocation, without failure of Parent to pay to the written consent Executive any portion of the Executive, 's compensation (except pursuant to an across-the-board compensation deferral similarly affecting all senior executives of Parent) within five (5) business days of the place of business at which date such compensation is due. In order for any termination for Good Reason to be effective, the Executive principally performs shall have delivered to Parent written notice of the Executive’s duties hereunder act or failure to a location that is greater than thirty-five (35) miles from place of business at which the Executive principally performs the Executive’s duties hereunder immediately prior act giving rise to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of such termination for Good Reason event(s) within ninety with thirty (9030) days from following the first occurrence of such Good Reason event(sevent or condition, and Parent shall have been given ten (10) and (B) to business days from the extent the Company has not cured such Good Reason event(s) during the 30-day cure period, the Executive must terminate the Executive’s employment for Good Reason no later than one hundred eighty (180) days following the occurrence receipt 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 to cure periodsuch act or failure to act.

By the Executive for Good Reason. At The Executive’s employment pursuant to this Agreement may be terminated by the election Executive by written notice of the Executive, for Good Reason his resignation (as defined below), provided that “Notice of Resignation”) delivered to the Company shall have within thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s receipt of the Executive’s written notice occurrence of such Good Reason event(s). For any of the purposes following (each of this Section 5.3, which will constitute “Good Reason” for termination shall mean resignation): (i1) a material reduction by the Company in the Executive’s Base Salary (other than in connection with title or position, or a material reduction in salary with respect to all other senior executives of by the Company); (ii) any material diminution or other adverse change Company in the Executive’s authority, duties or responsibilities (including, without limitation, Executive no longer serving as the Chief Financial Officer of the Company’s ultimate parent entity following a Change in Control), or the assignment by the Company to the Executive of any duties without or responsibilities that are materially inconsistent with such title, position, authority, duties or responsibilities, (2) a reduction in Base Salary; (3) subject to the prior written consent terms of Section 5(d) above, forced relocation of Executive’s primary work location greater than thirty (30) miles from the Company’s office in Foster City, California; or (4) any material breach of this Agreement by the Company (collectively, a “Good Reason Event”); provided, that, if any Good Reason Event is curable, the Company will be allowed to cure such Good Reason Event within thirty (30) days of delivery to the Company by the Executive of his Notice of Resignation, which such Notice 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; (iii) a material breach by . If the Company of this Agreement or any other material agreement between fails to cure the Company and Good Reason Event within the Executive; or thirty (iv30) the relocationday cure period, without the written consent of the Executive, of the place of business at which then the Executive principally performs the Executive’s duties hereunder to a location that is greater than thirty-five must terminate employment within thirty (3530) miles from place of business at which days thereafter. If the Executive principally performs the Executive’s duties hereunder immediately prior to does not terminate employment during such relocation. Notwithstanding the foregoingthirty (30) day period, (A) then the Executive will be deemed to have given consent waived his right to the condition(s) described in this Section 5.3 if the Executive does not provide written notice to the Company of terminate employment based upon such Good Reason event(s) within ninety (90) days from first occurrence of such Event and will not receive any payments under this Section 10(f). If the Executive resigns for Good Reason event(s) and (B) pursuant to the extent the Company has not cured such Good Reason event(s) during the 30-day cure periodthis Section 10(f), the Executive must terminate 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 employment for Good Reason no later than one hundred eighty Base Salary at the then-current rate of Base Salary, and (180iv) days 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 occurrence expiration of such Good Reason event(s) by providing the Company thirty (30) days’ prior written notice of termination, which may run concurrently Severance Delay Period in accordance with the Company’s cure periodnormal 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. At the election of the Executive, for Good Reason (as defined below), provided that the Company shall have thirty (30) days to cure in all material respects such Good Reason event(s) following the Company’s 's receipt of the Executive’s 's written notice of such Good Reason event(s). For the purposes of this Section 5.34.3, “"Good Reason” " for termination shall mean (i) a reduction in the Executive’s 's Base Salary (other than in connection with a reduction in salary with respect to all other senior executives of the Company); , (ii) any material diminution or other adverse change in the Executive’s 's authority, responsibilities or duties without the prior written consent of the Executive; , (iii) a material breach by the Company of this Agreement or any other material agreement between the Company and the Executive; , or (iv) the relocation, without the written consent of the Executive, of the place of business at which the Executive principally performs the Executive’s 's duties hereunder to a location that is greater than thirty-five (35) 35 miles from place of business at which the Executive principally performs the Executive’s 's duties hereunder immediately prior to such relocation. Notwithstanding the foregoing, (A) the Executive will be deemed to have given consent to the condition(s) described in this Section 5.3 4.3 if the Executive does not provide written notice to the Company of such Good 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 30-day cure period, the Executive must terminate the Executive’s 's employment for Good Reason no later than one hundred and eighty (180) days following the occurrence of such Good Reason event(s) by providing the Company thirty (30) days’ days prior written notice of termination, which may run concurrently with the Company’s 's cure period.